S-4/A

As filed with the Securities and Exchange Commission on February 11, 2005

Registration No. 333-121729

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Century Aluminum Company

(Exact name of registrant as specified in its charter)

Delaware	3334	13-3070826
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

2511 Garden Road, Building A, Suite 200
Monterey, California 93940
(831) 642-9300
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

(See table of additional registrant guarantors on the inside facing page)

Gerald J. Kitchen, Esq.
Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
Century Aluminum Company
2511 Garden Road, Building A, Suite 200
Monterey, California 93940
(831) 642-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

	State or Other		Primary
	Jurisdiction of	I.R.S.	Standard		Address, including zip code, and
Exact Name of Registrant	Incorporation	Employer	Industrial		telephone number, including area code,
Guarantor as specified in its	or	Identification	Classification		of registrant’s principal executive
Charter	Organization	Number	Code Number		offices
Berkeley Aluminum, Inc.	Delaware	58-1764206		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Century Aluminum Holdings, Inc.	Delaware	20-0978660		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Century Aluminum of West Virginia, Inc.	Delaware	55-0686448		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Century Kentucky, Inc.	Delaware	61-1385742		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Century Louisiana, Inc.	Delaware	83-0413091		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Hancock Aluminum LLC	Delaware	43-2005628		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Metalsco, Ltd.	Georgia	58-2020519		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
NSA, Ltd.	Kentucky	31-1651182		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Skyliner, Inc.	Delaware	58-1943987		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300
Virgin Islands Alumina Corporation LLC	Delaware	66-0451934		3334	c/o Century Aluminum Company 2511 Garden Road, Building A, Suite 200 Monterey, CA 93940 (831) 642-9300

PROSPECTUS

OFFER TO EXCHANGE

up to $250,000,000 aggregate principal amount of
7.5% Senior Notes due August 15, 2014
which have been registered under the Securities Act of 1933
for a like aggregate principal amount of
outstanding 7.5% Senior Notes due August 15, 2014

•   We will exchange all outstanding notes that are properly tendered and not validly withdrawn for a like aggregate principal amount of exchange notes which have been registered under the Securities Act of 1933, as amended, or the Securities Act. You should read the section called “The Exchange Offer” for further information on how to exchange your outstanding notes for exchange notes.

•   The exchange offer expires at 5:00 p.m., New York City time, on March 14, 2005, unless we decide to extend the expiration date.

•   The exchange offer is not subject to any condition other than that the exchange offer does not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.

•   You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

•   The exchange of outstanding notes in the exchange offer will generally not be a taxable exchange for United States federal income tax purposes.

•   We will not receive any cash proceeds from the exchange offer.

•   The form and terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act, and therefore contain no restrictive legends and will generally be freely tradeable. See “Description of the Exchange Notes” for more information about the exchange notes to be issued in this exchange offer.

•   There is no existing market for the exchange notes to be issued and we do not intend to apply for the listing of the exchange notes on any securities exchange or for the inclusion of the notes in any automated quotation system.

•   Each participating broker-dealer that receives exchange notes in exchange for outstanding notes acquired for its own account, as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus for an offer to resell or otherwise retransfer the exchange notes issued to it in this exchange offer for a period of 180 days after the expiration date. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus and any amendment or supplement to this prospectus available to any such broker-dealer for use in connection with any such resales. See “Plan of Distribution.”

•   You cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act in connection with any resale transaction if you are (i) acquiring the exchange notes other than in the ordinary course of business, (ii) are participating, or intend to participate, or have an arrangement or understanding with any person to participate, in the distribution of the exchange notes, (iii) a broker-dealer who purchased the outstanding notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act or (iv) an affiliate of Century Aluminum Company. See “The Exchange Offer.”

     See “Risk Factors” beginning on page 16 for a discussion of risk factors that you should consider.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 11, 2005.

TABLE OF CONTENTS

	Page
Market and Industry Data		iii
Where You Can Find More Information		iii
Summary		1
Risk Factors		16
Forward-Looking Statements		25
Use of Proceeds		26
Ratio of Earnings to Fixed Charges		27
The Exchange Offer		28
The Gramercy Acquisition		36
Unaudited Pro Forma Consolidated Financial Data		39
Selected Historical and Pro Forma Consolidated Financial Data		44
Supplementary Financial Information		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		49
Business		68
Management		80
Security Ownership of Certain Beneficial Owners and Management		90
Certain Relationships and Related Transactions		91
Description of Certain Indebtedness		94
Description of the Exchange Notes		99
United States Federal Tax Considerations		132
Plan of Distribution		135
Legal matters		136
Experts		136
Index to Financial Statements		F-1
EX-5.1 OPINION OF CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
EX-10.51 LOAN AGREEMENT
EX-10.52 ACCOUNTS PLEDGE AGREEMENT
EX-10.53 DECLARATION OF PLEDGE
EX-10.54 SECURITIES PLEDGE AGREEMENT
EX-10.55 GENERAL BOND
EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP
EX-23.2 CONSENT OF PRICEWATERHOUSECOOPERS HF
EX-99.1 FORM OF LETTER OF TRANSMITTAL
EX-99.2 FORM OF NOTICE OF GUARANTEED DELIVERY
EX-99.3 FORM OF INSTRUCTIONS TO REGISTERED HOLDER

     This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge upon written or oral request by writing or telephoning us at:

Century Aluminum Company
2511 Garden Road
Building A, Suite 200
Monterey, CA 93940
Attention: Corporate Secretary
(831) 642-9300

See “Where You Can Find More Information.” To obtain timely delivery of this information before the expiration of the exchange offer, we should receive your request no later than March 7, 2005, which is five business days before the date the exchange offer expires (unless we decide to extend the exchange offer as described in this prospectus).

     You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus is not an offer to sell the notes in any state where the offer or sale is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document.

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MARKET AND INDUSTRY DATA

     We obtained the market data included in this prospectus from our own research and from surveys or studies conducted by third parties and cited in industry or general publications, including studies prepared by CRU International Inc., an internationally recognized research firm which collects and analyzes data about the aluminum industry. Industry and general publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources.

WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference room at Room 1024, 450 Fifth Street, N.W., Washington, D.C. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. The SEC maintains a web site at “http://www.sec.gov” that contains reports, statements and other information regarding registrants that file electronically. You may also obtain additional information about us from our web site, which is located at www.centuryaluminum.com. Our website provides access to filings made by us through the SEC’s EDGAR filing system, including our annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K, respectively, and ownership reports filed on Forms 3, 4 and 5 after December 16, 2002 by our directors, executive officers and beneficial owners of more than 10% of our outstanding common stock. Information contained in our website is not incorporated by reference in, and should not be considered a part of, this prospectus.

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SUMMARY

     The following summary highlights information contained elsewhere in this prospectus but may not contain all information important to you. This summary is qualified in its entirety by reference to, and should be read together with, the more detailed information and financial statements included elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed under “Risk Factors” included elsewhere in this prospectus. In this prospectus, unless expressly stated otherwise or unless the context otherwise requires: (1) “Century Aluminum,” “we,” “us,” “our” and “ours” refer to Century Aluminum Company and its consolidated subsidiaries; (2) “pro forma” shall mean, at any date or for any period, giving pro forma effect to the transactions referred to in “Unaudited Pro Forma Consolidated Financial Data”; (3) “Gramercy assets” refers to the alumina refinery in Gramercy, Louisiana and related bauxite mining assets acquired from Kaiser Aluminum & Chemical Corporation; (4) “Gramercy acquisition” refers to all of the transactions related to our joint acquisition of the Gramercy assets with Noranda Finance Inc.; and (5) “2004 refinancing” refers to the completion of the tender offer and consent solicitation for our 11.75% senior secured first mortgage notes due 2008 and the related sale of our 1.75% convertible senior notes due August 1, 2024 and our 7.5% senior notes due August 15, 2014.

Business Overview

     We are a producer of primary aluminum. Our primary aluminum facilities produce value-added and standard-grade products. We are the second largest primary aluminum producer in the United States, behind Alcoa Inc., having produced over 1.1 billion pounds in 2003 with net sales of $782.5 million. In April 2004, we acquired Nordural, an Icelandic facility which is our first facility located outside of the United States. We now have an annual primary aluminum production capacity of approximately 1.4 billion pounds of primary aluminum with pro forma net sales of $883.4 million for the year ended December 31, 2003. Our current capacity of approximately 1.4 billion pounds is 849 million pounds higher than our capacity at the end of 1999.

     We currently own:

•   the Hawesville facility, located in Hawesville, Kentucky, which began operations in 1970 and has an annual production capacity of 538 million pounds of primary aluminum;

•   the Ravenswood facility, located in Ravenswood, West Virginia, which began operations in 1957 and has an annual production capacity of 375 million pounds of primary aluminum;

•   a 49.7% interest in the Mt. Holly facility, located in Mt. Holly, South Carolina, which began operations in 1980 and contributes 243 million pounds to our overall annual production capacity;

•   the Nordural facility, located in Grundartangi, Iceland, which began operations in 1998 and has an annual production capacity of 198 million pounds of primary aluminum, which will increase by up to 269 million pounds to approximately 467 million pounds upon completion of an ongoing expansion in 2006;

•   a 50% joint venture interest in the Gramercy alumina refinery, located in Gramercy, Louisiana, which has an annual production capacity of 1.2 million metric tons of alumina; and

•   a 50% joint venture interest in bauxite mining operations in Jamaica, which have an annual production capacity of approximately 4.5 million dry metric tons.

     Our strategic objectives are to grow our aluminum business by acquiring primary aluminum reduction facilities that offer favorable investment returns and lower our unit production costs, to diversify our geographic presence, and to pursue opportunities in bauxite mining and alumina refining. Our growth activities have been concentrated in acquiring primary aluminum assets. Toward this objective, we:

•   sold the Ravenswood rolling mill in 1999;

•   acquired an additional 23% interest in the Mt. Holly facility in April 2000;

•   acquired an 80% interest in the Hawesville facility in April 2001;

•   acquired the remaining 20% interest in the Hawesville facility in April 2003; and

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•   acquired the Nordural facility in April 2004.

     In addition, we recently completed the purchase through a joint venture of our first alumina refining facility, together with related bauxite mining assets. See “The Gramercy Acquisition.”

Recent Trends in the Primary Aluminum Industry

     The primary aluminum industry is currently experiencing a period of strong prices based on favorable production and consumption trends. Spot aluminum prices, as quoted on the LME, averaged $0.78 per pound during the year ended December 31, 2004 and remain above the five- and ten-year averages. We believe that the current strong pricing environment is due to factors that include:

•   strengthening global demand for aluminum driven by the global economic recovery and strong demand growth in China;

•   a tight market for alumina, the major raw material input for aluminum, which has resulted in a rapid escalation of alumina prices globally; and

•   the weakening of the U.S. dollar.

     Global demand for aluminum increased approximately 9.0% to 66.3 billion pounds in 2004. Global aluminum supply has not kept pace with this increase in consumption as global aluminum production increased approximately 6.5% in 2004 to 65.7 billion pounds. During the year ended December 31, 2004, LME inventories declined 54% from 1.5 million metric tons to 695,000 metric tons.

Competitive Strengths

     Our key competitive strengths are:

•   Focus on Upstream Production. We currently operate mainly in the production of primary aluminum and also recently acquired assets in bauxite mining and alumina refining. By operating solely in upstream production, we are better able to focus our resources, minimize overhead costs and avoid exposure to fluctuations in demand in any single end-use market.

•   Long-Term Customer Contracts. We have competitive long-term contracts with our major customers to sell a significant portion of our production. These contracts reduce our marketing costs and provide a stable source of demand. We have long-term contracts to sell approximately 70% of our production at prices based on the LME or U.S. Midwest market price for primary aluminum.

•   Proximity to Major Customers. Our Hawesville and Ravenswood facilities are located adjacent to their principal customers. Under our long-term contracts with these major customers, we are able to deliver molten aluminum, thereby eliminating our casting and shipping costs and our customers’ remelting costs.

•   Secure Power Supply. Electricity is our single largest operating cost. Substantially all of the electricity used at our U.S. facilities is supplied at affordable rates under long-term contracts, the fixed price portions of which expire at various dates from the end of 2005 through 2010. The Nordural facility purchases power sourced from hydroelectric facilities under a long-term contract that expires in 2019 at prices based on the LME price for primary aluminum. Power for the Nordural expansion capacity will be sourced from geothermal facilities using LME-based pricing. Both hydroelectric and geothermal energy are competitively priced and renewable sources of power.

•   Long-Term Alumina Supply Contracts. Alumina is the principal raw material used to produce primary aluminum. All of our alumina requirements at our Ravenswood and Mt. Holly facilities are purchased under long-term contracts at prices linked to the LME price for primary aluminum. These contracts help us avoid the current volatility of the spot alumina market and help us maintain our margins at those facilities during periods when primary aluminum prices fall. Nordural’s long-term tolling agreement with a subsidiary of BHP Billiton for its existing capacity provides it with similar economic benefits. Alumina used at our Hawesville facility is purchased under a contract with Gramercy Alumina LLC, a joint venture

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company we own 50/50 with Noranda Finance Inc., at a purchase price based on the cost of production. See “Risk Factors — Risks Relating to Our Business — Changes or disruptions to our current alumina supply arrangements could increase our raw material costs” included elsewhere in this prospectus.

•   High-Purity and Value-Added Products. We produce high-purity and value-added products, including rolling ingot, foundry alloys and extrusion billet, which we sell at a premium to standard-grade products.

•   Relationship with Glencore. We benefit from our business relationship with our largest shareholder, Glencore International AG, a leading privately-held, diversified natural resources group. Glencore has been an important business partner for us and has assisted us in the execution of our growth strategy and metal hedging program. In addition, Glencore is a major customer, which helps us reduce our marketing and distribution costs, and a major alumina supplier, which provides us with a stable and reliable source of raw materials.

•   Experienced Management Team. Our senior management has an average of over 19 years of experience in the aluminum industry, a demonstrated ability to recognize and respond quickly to strategic opportunities and an excellent track record of integrating acquisitions.

Business Strategy

     Our objective is to continue to grow by focusing on the production of primary aluminum, bauxite and alumina to capitalize on improvements in industry fundamentals. Our strategy for achieving this objective is to:

•   Become a Larger Upstream Producer in the Aluminum Industry. We believe that by becoming a larger upstream producer we can strengthen our position in the competitive global aluminum industry. We regularly evaluate opportunities to acquire primary aluminum reduction facilities that would lower our average unit production costs. Since 2000, we have more than doubled our capacity and lowered our average unit costs without significant increases in corporate overhead. The Nordural acquisition helped us to implement our business strategy by increasing our primary aluminum capacity and lowering our average unit production costs. In addition to primary aluminum, we have recently expanded into bauxite mining and alumina production, which we believe are also attractive upstream segments of the aluminum industry.

•   Diversify our Primary Aluminum Operations. We actively pursue opportunities to acquire primary aluminum production facilities that provide diversification through either their geographic location, product mix or power sources. The Nordural facility, our first facility located outside of the United States, uses hydroelectric power, a competitively-priced and renewable source of energy. Through the Hawesville acquisition, we added high-purity aluminum to our product mix, which has a unique market niche that few domestic aluminum producers are able to supply.

•   Enhance Profitability of Production Assets. We seek to further reduce costs at our production facilities by investing in high-return capital improvements, optimizing labor productivity and implementing projects that improve the operating and energy efficiencies of the primary aluminum production process. In addition, we seek to maximize the profitability of our facilities by optimizing our product mix between standard-grade and value-added products.

Other Information

     Our principal executive offices are located at 2511 Garden Road, Building A, Suite 200, Monterey, California 93940. Our telephone number at that address is (831) 642-9300. You may also obtain additional information about us from our website, which is located at www.centuryaluminum.com. Information on our website is not incorporated by reference in, and should not be considered a part of, this prospectus.

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SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

     The following summarizes the material terms of the exchange offer. Because it is a summary, it is qualified in its entirety by reference to the more specific details contained elsewhere in this prospectus. For a more detailed description of the exchange offer, see “The Exchange Offer.”

     The exchange offer relates to the exchange of up to $250,000,000 aggregate principal amount of our outstanding 7.5% Senior Notes due August 15, 2014 (which we refer to as the “outstanding notes”) for a like aggregate principal amount of 7.5% Senior Notes due August 15, 2014 which have been registered under the Securities Act (which we refer to as the “exchange notes”). The exchange offer is intended to satisfy certain obligations under a registration rights agreement, dated August 26, 2004, among Century Aluminum Company, the guarantors party thereto and Credit Suisse First Boston LLC, as representative of the initial purchasers of the outstanding notes. The exchange notes will be the obligations of Century Aluminum Company and entitled to the benefits of the indenture governing the outstanding notes. The form and terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act, and therefore contain no restrictive legends and will generally be freely tradeable. See “Description of the Exchange Notes” for more information about the exchange notes to be issued in the exchange offer. Unless otherwise specified or unless the context requires otherwise, references to “senior notes” in this prospectus are references to the outstanding notes and the exchange notes collectively.

Registration Rights.	Pursuant to the registration rights agreement, Century Aluminum Company and the guarantors have filed with the SEC a registration statement, of which this prospectus forms a part, to give you, as a holder of the outstanding notes, the opportunity to exchange the outstanding notes for exchange notes that have been registered under the Securities Act and will generally be freely tradeable. We and the guarantors have agreed to use our best efforts to file and cause to become effective a registration statement relating to the exchange offer. As summarized below in “Shelf Registration” and described more fully under “The Exchange Offer – Shelf Registration”, if applicable interpretations of the staff of the SEC do not permit us and the guarantors to effect the exchange offer, or under certain other circumstances, we and the guarantors will use our best efforts to cause to become effective a shelf registration statement relating to resales of the outstanding notes and to keep the shelf registration statement continuously effective until the earliest of (i) the expiration of the time period referred to in Rule 144(k) of the Securities Act with respect to the outstanding notes covered by the shelf registration statement or (ii) the date on which all outstanding notes covered by the shelf registration statement have been sold or cease to be outstanding.
The Exchange Offer	We are offering to exchange up to $250,000,000 aggregate principal amount of our 7.5% Senior Notes due August 15, 2014 which have been registered under the Securities Act for a like aggregate principal amount of our outstanding 7.5% Senior Notes due August 15, 2014, which were issued on August 26, 2004 in a private offering.
	Outstanding notes may be exchanged only in integral

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	multiples of $1,000. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are properly tendered and not validly withdrawn pursuant to the exchange offer will be exchanged.
	We will issue exchange notes to you as soon as practicable following the expiration of the exchange offer.
Resale of the Exchange Notes Issued in the Exchange Offer	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•   you are acquiring the exchange notes issued in the exchange offer in the ordinary course of business;

•   you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer;

•   you are not a broker-dealer who purchased the outstanding notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

•   you are not our “affiliate” as defined in Rule 405 of the Securities Act.

If our belief is inaccurate and you transfer any exchange note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of our exchange notes from these requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability, but we do not believe that any such liability should exist if the above conditions are met.

Each participating broker-dealer that receives exchange notes in exchange for outstanding notes acquired for its own account, as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes issued in the exchange offer. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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A broker-dealer may use this prospectus for an offer to resell or otherwise retransfer the exchange notes issued to it in the exchange offer. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus and any amendment or supplement to this prospectus available to any such broker-dealer for use in connection with any such resales.

The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Expiration Date The exchange offer expires at 5:00 p.m., New York City time, on March 14, 2005, unless we, in our sole discretion, extend the expiration date of the exchange offer. If we extend the expiration date of the exchange offer, the term “expiration date” shall mean the latest date to which the exchange offer is extended.

Accrued Interest on the Exchange Notes Issued in the Exchange Offer and the Outstanding Notes

The exchange notes will bear interest from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange for the exchange notes (or if the exchange notes are authenticated between a record date and interest payment date, from such interest payment date) or, if no interest has been paid on the outstanding notes, from the date on which the outstanding notes were originally issued under the indenture, at 7.5% per year, payable semiannually on each February 15 and August 15, beginning February 15, 2005, to holders of record on the February 1 or August 1 immediately preceding the interest payment date. Holders of outstanding notes whose outstanding notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the outstanding notes accrued from August 26, 2004 or, if later, the most recent interest payment date, to the date the exchange notes are issued.

Shelf Registration

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, certain or all of the outstanding notes pursuant to this registered exchange offer not yet accepted for exchange, if:

•   we determine that applicable law or any applicable interpretation of the staff of the SEC does not permit us to effect such a registered exchange offer;

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•   for any other reason we do not complete the registered exchange offer by March 24, 2005; or

•   following the completion of the registered exchange offer, in the opinion of counsel for the initial purchasers, a registration statement must be filed, and the initial purchasers must deliver a prospectus in connection with any offer or sale of their outstanding notes.

If any of the above events occurs, then we and the guarantors will use our best efforts:

•   to file, as soon as practicable, a shelf registration statement (under Rule 415 of the Securities Act) with the SEC covering resales of the outstanding notes;

•   to cause the shelf registration statement to be declared effective by the SEC under the Securities Act; and

•   to keep the shelf registration statement continuously effective until the earliest of:

•   the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to the outstanding notes covered by the shelf registration statement; or

•   the date on which all outstanding notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement or cease to be outstanding.

Procedures for Tendering Outstanding Notes If you are a holder of an outstanding note and you wish to tender your note for exchange pursuant to the exchange offer, you must, prior to the expiration date of the exchange offer:

•   complete, sign and date the letter of transmittal which accompanies this prospectus, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal;

•   have the signatures guaranteed if required by the letter of transmittal; and

•   mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent for delivery prior to 5:00 p.m., New York City time, on the expiration date.

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	By tendering outstanding notes, the holder agrees to the terms of the exchange offer included in this prospectus and to those contained in the letter of transmittal which accompanies this prospectus and represents to us that, among other things, (i) the exchange notes to be issued in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes whether or not such person is the holder, (ii) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such exchange notes and (iii) neither the holder nor any such other person is our “affiliate” as defined in Rule 405 under the Securities Act.
	The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder.
	Depository Trust Company participants may electronically transmit their acceptance of the exchange offer by causing The Depository Trust Company to transfer outstanding notes to the exchange agent in accordance with The Depository Trust Company Automated Tender Offer Program procedures for transfer.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such outstanding notes in the exchange offer, you should promptly contact such person in whose name your notes are registered and instruct such person to tender on your behalf. If you, as such beneficial owner, wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date of the exchange offer.
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and:

•   your outstanding notes are not immediately available;

•   you cannot deliver your outstanding notes, the letter of transmittal or any other documents

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	required by the letter of transmittal;
•	or you cannot complete the procedures for book-entry transfer prior to the expiration date;

	you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer – Guaranteed Delivery Procedures.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes to be Issued in the Exchange Offer	Subject to the conditions summarized above in “Shelf Registration” and described more fully under “The Exchange Offer – Shelf Registration,” we will accept for exchange any and all outstanding notes which are properly tendered in the exchange offer and not validly withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. The exchange notes issued pursuant to the exchange offer will be delivered as soon as practicable following the expiration date.
Effect on Holders of Outstanding Notes.	As a result of making, and upon acceptance for, the exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. If you are a holder of outstanding notes and do not tender your outstanding notes in the exchange offer, you will continue to hold your outstanding notes and you will be entitled to all the rights and limitations applicable to the outstanding notes in the indenture, except for any rights under the registration rights agreement which by their terms terminate upon the completion of the exchange offer. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.
Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for in the outstanding notes and the indenture governing the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.
Certain United States Federal Income Tax Consequences	The exchange of the outstanding notes for exchange notes will generally not be a taxable exchange for U.S. federal income tax purposes.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer.

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We will pay all expenses incident to the exchange offer.

Exchange Agent for Outstanding Notes

We will pay all expenses incident to the exchange offer. Wilmington Trust Company is serving as the exchange agent for the outstanding notes. The address, facsimile number and telephone number of the exchange agent are set forth in this prospectus under “ The Exchange Offer –Exchange Agent.” Questions and requests for assistance relating to the exchange of the outstanding notes should be directed to the exchange agent.

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SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

     The following summarizes the material terms of the exchange notes. Because it is a summary, it is qualified in its entirety by reference to the more specific details contained elsewhere in this prospectus. For a more detailed description of the exchange notes, see “Description of the Exchange Notes.”

     The form and terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act, and therefore contain no restrictive legends and will generally be freely tradeable. The exchange notes will be governed by the same indenture governing the outstanding notes.

Issuer	Century Aluminum Company.
Securities Offered	Up to $250.0 million aggregate principal amount of 7.5% senior notes due August 15, 2014.
Interest	The notes will bear interest from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange for the notes (or if the notes are authenticated between a record date and interest payment date, from such interest payment date) or, if no interest has been paid on the outstanding notes, from the date on which the outstanding notes were originally issued under the indenture, at 7.5% per year, payable semiannually on each February 15 and August 15, beginning February 15, 2005, to holders of record on the February 1 or August 1 immediately preceding the interest payment date. Holders of outstanding notes whose outstanding notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the outstanding notes accrued from August 26, 2004 or, if later, the most recent interest payment date, to the date the notes are issued in the exchange offer.
Maturity date	August 15, 2014.
Guarantors	All of our substantial existing and future domestic restricted subsidiaries will guarantee the notes.
Ranking	The indebtedness evidenced by the notes and the note guarantees will rank equally in right of payment with all of the existing and future senior indebtedness of Century Aluminum Company and the guarantors (including our 1.75% convertible senior notes due August 1, 2024), as the case may be, and will rank senior in right of payment to all of their existing and future subordinated indebtedness, but will be effectively junior to secured obligations, including borrowings under our credit facility and our remaining outstanding first mortgage notes, to the extent of the value of the assets securing such obligations. As of September 30, 2004, Century Aluminum Company and the guarantors had $17.7 million of senior secured indebtedness outstanding and a borrowing base of $76.8 million under our secured revolving credit facility at September 30, 2004.

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	None of our foreign subsidiaries are required to guarantee the notes. All of the creditors of the non-guarantor subsidiaries have priority over Century Aluminum Company and the noteholders with respect to claims to the assets of those subsidiaries. As of September 30, 2004, our non-guarantor subsidiaries had $188.7 million of liabilities, including trade payables but excluding intercompany obligations.
Optional Redemption	We may redeem any of the notes beginning on August 15, 2009. The initial redemption price is 103.75% of their principal amount, plus accrued interest. The redemption price will decline each year after 2009 and will be 100% of their principal amount, plus accrued interest, beginning on August 15, 2012. In addition, before August 15, 2007, we may redeem up to 35% of the aggregate principal amount of the notes with the proceeds of public offerings of certain of our capital stock at 107.5% of their principal amount plus accrued interest.
Change of Control Offer	Upon a change of control (as defined under “Description of the Exchange Notes”), we will be required to make an offer to purchase all notes that are outstanding. The purchase price will equal 101% of the outstanding principal amount of the notes on the date of purchase plus accrued interest.
Certain Covenants	The terms of the notes restrict our ability and the ability of certain of our subsidiaries to:
	• incur additional indebtedness;
	• create liens;
	• pay dividends or make distributions in respect of capital stock;
	• purchase or redeem capital stock;
	• make investments or certain other restricted payments;
	• sell assets;
	• issue or sell stock of certain subsidiaries;
	• enter into transactions with shareholders or affiliates; or
	• effect a consolidation or merger.
	These limitations will be subject to a number of important qualifications and exceptions. Certain of the covenants would cease to apply from and after the date that the notes are rated investment grade.
Risk Factors	An investment in the notes involves risk. Prospective investors should carefully consider the information set forth under “Risk Factors.”

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SUMMARY FINANCIAL AND OTHER DATA OF CENTURY ALUMINUM

     The following table presents our summary historical and pro forma consolidated financial and other data for the periods indicated. Our summary consolidated historical balance sheet data as of December 31, 2003 and December 31, 2002 and our summary consolidated statement of operations data for each of the years in the three-year period ended December 31, 2003 are derived from our consolidated financial statements audited by Deloitte & Touche LLP, which is included elsewhere in this prospectus. Our summary consolidated historical balance sheet data as of December 31, 2001 is derived from our consolidated financial statements audited by Deloitte & Touche LLP, which are not included herein. Our summary consolidated historical balance sheet data as of September 30, 2004 and our summary consolidated statement of operations data for the nine months ended September 30, 2003 and 2004 is derived from our unaudited consolidated financial data included elsewhere in this prospectus. Our summary consolidated historical balance sheet data as of September 30, 2003 is derived from our unaudited consolidated financial data which is not included herein. Our summary historical results of operations include:

•   our 80% interest in the Hawesville facility since we acquired it on April 1, 2001;

•   the remaining 20% interest in the Hawesville facility since we acquired it on April 1, 2003; and

•   the Nordural facility since we acquired it on April 27, 2004.

     These results may not be indicative of our future performance.

     Our summary pro forma consolidated financial data is derived from “Unaudited Pro Forma Consolidated Financial Data” included elsewhere in this prospectus. The pro forma consolidated financial data gives pro forma effect to our acquisition of all of the outstanding equity shares of Nordural, our issuance and sale of $220.5 million in common stock in a registered public offering, our payment of the remaining $12.0 million of principal under an outstanding promissory note payable to Glencore, our payment of $3.3 million of dividends on our convertible preferred stock, the 2004 refinancing, and other adjustments that management believes are directly related to the Nordural acquisition. The pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results of operations or financial condition would actually have been had the transactions described in “Unaudited Pro Forma Consolidated Financial Data” in fact occurred as of the dates specified. In addition, the unaudited pro forma consolidated financial data does not purport to project our results of operations for any future period and does not give effect to the Gramercy acquisition, Nordural’s new term loan facility or the refinancing of debt under Nordural’s existing term loan facility. The unaudited pro forma consolidated financial data should be read in conjunction with the following, which are included elsewhere in this prospectus: (1) our audited consolidated financial statements and our unaudited consolidated financial statements and accompanying notes, (2) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (3) the separate audited financial statements and accompanying notes of Nordural.

																Pro Forma
																Nine
													Pro Forma			Months Ended
									Nine Months Ended				Year Ended			September
	Year Ended December 31,								September 30,				December 31,			30,
	2001(1)			2002			2003(2)		2003(2)		2004(3)		2003(2)			2004(3)
	(Dollars in thousands, except per share amounts and operating data)
Consolidated Statement of Operations Data:
Total net sales	$	654,922		$	711,338		$	782,479	$	576,664	$	770,144	$	883,418		$	808,519
Gross profit		20,708			20,061			48,038		25,522		125,609		74,908			137,600
Operating income		2,110			4,278			27,205		13,372		108,643		53,517			120,634
Net income (loss) before preferred dividends		(13,702	)		(18,608	)		966		7,221		7,039		(3,424	)		51,705

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																			Pro Forma
																			Nine
																Pro Forma			Months Ended
										Nine Months Ended						Year Ended			September
	Year Ended December 31,									September 30,						December 31,			30,
	2001(1)			2002			2003(2)			2003(2)			2004(3)			2003(2)			2004(3)
	(Dollars in thousands, except per share amounts and operating data)
Common Share Data (4):
Earnings (loss) per share:
Basic	$	(0.74	)	$	(1.00	)	$	(0.05	)	$	0.27		$	0.23		$	(0.18	)	$	1.65
Diluted		(0.74	)		(1.00	)		(0.05	)		0.27			0.23			(0.18	)		1.64
Weighted average common shares outstanding (in thousands):
Basic		20,473			20,555			21,073			21,070			27,542			30,073			30,958
Diluted		20,473			20,555			21,099			21,074			27,659			30,099			31,075
Other Data:
Capital expenditures	$	14,456		$	18,427		$	18,858		$	12,389		$	26,314
Net cash provided by operating activities		38,623			54,486			87,379			78,042			71,864
Net cash used in investing activities		(382,245	)		(18,196	)		(78,695	)		(72,226	)		(211,183	)
Net cash (used in) provided by financing activities		324,048			(4,586	)		(25,572	)		(305	)		187,589
Ratio of earnings to fixed charges (5)		0.16			0.06			1.11			—			1.29
Operating Data:
Shipments (millions of pounds):
Primary		918			1,049			1,127			840			885			1,127			885
Tolling		—			—			—			—			87			199			153
Average Century Aluminum realized price ($/lb):
Primary		0.71			0.68			0.69			0.69			0.81			0.69			0.81
Tolling		—			—			—			—			0.61			0.51			0.60
Average LME price ($/lb)		0.66			0.61			0.65			0.64			0.76			0.65			0.76
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	13,388		$	45,092		$	28,204		$	50,603		$	76,474
Total assets		776,706			765,167			810,326			835,734			1,274,398
Total debt		329,261			329,667			344,125			370,006			526,059
Shareholders’ equity		217,185			192,132			187,697			191,036			386,157

(1)   Effective April 1, 2001, we purchased the Hawesville facility from Southwire Company. Simultaneously, we sold a 20% interest in the Hawesville facility to Glencore. Accordingly, the results of operations following that date reflect the increased production which resulted from our 80% interest. Similarly, balance sheet data as of and following December 31, 2001 includes assets and liabilities related to our 80% interest in the Hawesville facility.

(2)   On April 1, 2003, we acquired the remaining 20% interest in the Hawesville facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our additional 20% interest in the Hawesville facility. Similarly, balance sheet data as of and following December 31, 2003 includes assets and liabilities related to our additional 20% interest in the Hawesville facility.

(3)   On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural, an Icelandic company that owns and operates the Nordural facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our ownership of Nordural. Similarly, balance sheet data as of September 30, 2004 includes assets and liabilities related to our ownership of Nordural.

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(4)   Pro forma share data does not give effect to the conversion of our convertible preferred stock to common stock, which Glencore converted on May 19, 2004. As further adjusted for such conversion, pro forma earnings per share for 2003 would be $(0.17) on a basic and diluted basis. Pro forma earnings per share for the nine months ended September 30, 2004 would be $1.61 and $1.60 on a basic and diluted basis, respectively, giving pro forma effect to the conversion for the period from January 1, 2004 until May 19, 2004, the date the convertible preferred stock was converted.

(5)   For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pre-tax income from continuing operations before adjustment for minority interest in consolidated subsidiaries plus the amount of fixed charges, adjusted to exclude interest capitalized and preference security dividend requirements of consolidated subsidiaries during the period. Fixed charges consist of the sum of the following during the period: (a) interest expensed and capitalized; (b) amortized premiums, discounts and capitalized expenses related to indebtedness; and (c) preference security dividend requirements of consolidated subsidiaries.

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RISK FACTORS

          In addition to the other information included in this prospectus, you should carefully consider the risks described below. The risks described below are generally applicable to the outstanding notes as well as the exchange notes. If any one of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also materially and adversely affect our operations. Any trading price of the exchange notes could decline due to any of these risks. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus.

Risks Relating to the Exchange Offer

If you fail to properly complete the procedures for tendering your outstanding notes, you may be unable to exchange your outstanding notes for exchange notes.

          We will issue exchange notes in exchange for outstanding notes only upon proper completion of the procedures for tendering your outstanding notes described in this prospectus and in the accompanying letter of transmittal. Therefore, if you wish to exchange outstanding notes for exchange notes, you should allow sufficient time to ensure timely delivery of the outstanding notes before the expiration date and you should carefully follow the instructions for tendering. Neither we nor the exchange agent are required to notify you of any failure to properly complete the procedures for tendering.

If you do not exchange your outstanding notes for exchange notes, your outstanding notes may trade at a discount and you may not be able to sell your outstanding notes.

          Outstanding notes that are not tendered or are tendered but not accepted will, following the completion of the exchange offer, continue to be subject to existing restrictions on transfer provided for in the outstanding notes and the indenture governing the outstanding notes and, upon completion of the exchange offer, registration rights with respect to the outstanding notes will terminate. Holders of outstanding notes seeking liquidity in their investment would have to rely on exemptions from registration requirements under the securities laws, including the Securities Act and applicable state securities laws. Except as may be required by the registration rights agreement, we do not currently intend on registering resales of the outstanding notes under the Securities Act. A reduction of the aggregate principal amount of the currently outstanding notes as a result of the exchange offer may have an adverse effect on the ability of holders of outstanding notes to sell the notes or on the price at which a holder could sell the notes. You should refer to “The Exchange Offer” for information about how to tender your outstanding notes.

Risks Relating to the Exchange Notes

The exchange notes and the guarantees will be effectively junior to all secured indebtedness.

          The exchange notes and the guarantees will be effectively junior to all secured indebtedness of our company and the guarantors to the extent of the value of the assets securing that indebtedness. We have pledged substantially all of our working capital assets, other than assets of our foreign subsidiaries, as security under our revolving credit facility. As of September 30, 2004, we had no amounts outstanding under our revolving credit facility. In addition, we have pledged most of our U.S. property, plant and equipment as security for the remaining outstanding first mortgage notes. As of September 30, 2004, Century Aluminum Company had $17.7 million of senior secured indebtedness outstanding and $76.8 million of availability under our secured revolving credit agreement. In addition, the indenture governing the notes, subject to certain limitations, permits us to incur additional secured indebtedness.

The exchange notes will be structurally junior to indebtedness of our non-guarantor subsidiaries.

          You will not have any claim as a creditor against any of our non-guarantor subsidiaries, and indebtedness and other liabilities, including trade payables, of those subsidiaries will effectively be senior to your claims against those subsidiaries. As of September 30, 2004, our non-guarantor subsidiaries had $188.7 million of outstanding liabilities, including trade payables but excluding intercompany obligations. In addition, the indenture governing the notes,

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subject to certain limitations, permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

We may be unable to purchase the exchange notes upon a change of control.

          Upon the occurrence of “change of control” events specified in “Description of the Exchange Notes,” you may require us to purchase your exchange notes at 101% of their principal amount, plus accrued interest. In some circumstances, a change of control could result from events beyond our control. We cannot assure you that we will have the financial resources to purchase your exchange notes, particularly if that change of control event triggers a similar repurchase requirement for, or results in the acceleration of, other indebtedness. Our revolving credit facility provides that certain change of control events (as defined in the revolving credit facility) will constitute a default and could result in the acceleration of our indebtedness under the revolving credit facility and our convertible notes must be repurchased at the holder’s option upon certain changes of control and other events. Any of our future debt agreements may contain similar provisions.

We depend upon dividends from our subsidiaries to meet our debt service obligations.

          We are a holding company and conduct all of our operations through our subsidiaries. Our ability to meet our debt service obligations depends upon our receipt of dividends from our subsidiaries. Certain covenants in Nordural’s new senior term loan facility significantly limit Nordural’s ability to pay dividends to us. Subject to the restrictions contained in our revolving credit facility and the indenture governing the notes, future borrowings by our subsidiaries could contain restrictions or prohibitions on the payment of dividends by our subsidiaries to us. See “Description of the Exchange Notes — Certain Covenants.” In addition, under applicable law, our subsidiaries could be limited in the amounts that they are permitted to pay us as dividends on their capital stock.

Subsidiary guarantees could be deemed to be fraudulent conveyances.

          Our substantial domestic restricted subsidiaries will guarantee the exchange notes. The issuance of these guarantees could be subject to review under applicable fraudulent transfer or conveyance laws in a bankruptcy or other similar proceeding. Under these laws, the issuance of a guarantee will generally be a fraudulent conveyance if either (1) the guarantor issued the guarantee with the intent of hindering, delaying or defrauding its creditors, or (2) the guarantor received less than reasonably equivalent value or fair consideration in return for the guarantee, and any of the following is also true:

•   the guarantor was insolvent or became insolvent when it issued the guarantee;

•   the guarantor was left with an unreasonably small amount of capital after issuing the guarantee; or

•   the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay as they matured.

          Since our subsidiary guarantors issued the guarantees for the benefit of Century Aluminum Company, and only indirectly for their own benefit, the guarantees could be subject to a claim that they were given for less than reasonably equivalent value or fair consideration.

          Although the definition of “insolvency” differs among jurisdictions, in general, the guarantor would be considered insolvent when it issued the guarantee if:

•   its liabilities exceeded the fair value of its assets; or

•   the present market value of its assets is less than the amount it would need to pay its total existing debts and liabilities as they mature (including those contingent liabilities which are likely to become certain).

          We cannot assure you which standard a court would apply when determining whether a guarantor was insolvent when the notes were issued or how the court would decide regardless of the standard. Even if a court determined that the guarantor was not insolvent when the exchange notes were issued, you should be aware that payments under the guarantees may constitute fraudulent transfers on other grounds.

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          In addition, the liability of each guarantor under its guarantee is limited to the amount that will not constitute a fraudulent conveyance or improper corporate distribution under applicable laws. We cannot assure you which standard a court will apply when determining the maximum liability of each guarantor.

          To the extent that the note guarantee of any guarantor is voided as a fraudulent conveyance or otherwise held to be unenforceable or enforceable only to a limited extent, your claim against that guarantor could be lost or limited.

An active trading market may not develop for the exchange notes, which could adversely affect your ability to sell the exchange notes and the price you receive.

          The exchange notes are a new issue of securities for which there is no active trading market. We can make no assurance as to the liquidity of any markets that may develop for the exchange notes, the ability of the holders to sell their exchange notes or the price at which holders of the exchange notes may be able to sell their exchange notes. If any of the exchange notes are traded, they may trade at a price lower than their principal amount or purchase price. Future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, the market for similar securities, economic conditions, the price of our common stock and our financial condition, performance and prospects. The initial purchasers informed us at the time of the initial offering in August 2004 that they intend to make a market in the outstanding notes and, when issued, the exchange notes. However, the initial purchasers are not obligated to do so, and any such market making activity may be terminated at any time without notice to the holders of the exchange notes. As a result, we cannot assure you that an active trading market for the exchange notes will develop. We do not intend to apply for listing of the exchange notes on any securities exchange or for the inclusion of the notes in any automated quotation system.

Risks Relating to Our Business

The cyclical nature of the aluminum industry causes variability in our earnings and cash flows.

          Our operating results depend on the market for primary aluminum, which is a cyclical commodity affected by global demand and supply conditions. Historically, global demand and prices for primary aluminum have fluctuated in part due to economic and market conditions in the United States and other major global economies, including China, and currency fluctuations. The relative pricing of other materials, such as steel, plastic and glass, which are used as alternatives for aluminum in some applications, also affects demand for aluminum. Certain aluminum end-use markets, including the automotive sector and the building and construction sector, are also cyclical. When downturns occur in these sectors, demand for primary aluminum decreases resulting in lower prices for our products. Over the past twenty years, the average annual cash price for transactions on the LME was $0.68 per pound and has ranged from a low of $0.47 per pound in 1985 to a high of $1.15 per pound in 1988. The average LME price was $0.65 per pound for the year ended December 31, 2003 and $ 0.78 per pound for the year ended December 31, 2004. Primary aluminum prices could decline below current levels, reducing our earnings and cash flows. A prolonged downturn in prices for primary aluminum could significantly reduce the amount of cash available to us to meet our current obligations and fund our long-term business strategies.

          Conversely, if prices for primary aluminum increase, certain of our hedging transactions, including our LME-based alumina contracts, may limit our ability to take advantage of the increased prices. See “Business – Pricing and Risk Management” included elsewhere in this prospectus.

We have reduced our casting and shipping costs by selling molten aluminum to major customers located adjacent to our Ravenswood and Hawesville facilities; the loss of one of these major customers would increase our production costs at those facilities.

          We derived a combined total of 51% of our consolidated net sales for 2003 from Pechiney Rolled Products, LLC and Southwire Company. Pechiney was acquired by Alcan in February 2004. Pechiney’s facility is located adjacent to our Ravenswood facility and Southwire’s facility is located adjacent to our Hawesville facility. Due to this proximity, we are able to deliver molten aluminum to these customers, thereby eliminating our casting and shipping costs and our customers’ remelting costs. We have long-term contracts with Pechiney and Southwire which are due to expire at the end of 2005 and at the end of 2011, respectively. If we extend Ravenswood’s power contract, we may extend the Pechiney contract through July 2007. Pechiney has the right to reduce its purchases from us by 50%, upon twelve months’ notice, and Southwire has the right to reduce its purchases from us by 20% beginning in 2009. These contracts also include customary termination provisions that could result in their early

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termination and we may be unable to extend or replace these contracts when they terminate. If we are unable to renew these contracts when they expire, or if either customer significantly reduces its purchases from us, we will incur higher casting and shipping costs.

A material change in our relationship with Glencore could affect how we purchase raw materials, sell our products and hedge our exposure to metal price risk.

          We benefit from our relationship with Glencore, our largest shareholder. We have entered into various long-term contracts with Glencore to sell 13.4% of our current annual primary aluminum production and to purchase 53.5% of our annual alumina requirements under contracts expiring at various dates from 2006 through 2013. In addition, we have entered into an alumina tolling agreement with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. See “Business – Facilities” and “Business – Sales and Distribution” included elsewhere in this prospectus. We also enter into forward sales and hedging contracts with Glencore, which help us manage our exposure to fluctuating aluminum prices. Because Glencore is a major customer, supplier and metal hedge counterparty, a material change in our relationship with Glencore, including any significant change in its investment in our company, could affect how we purchase raw materials, sell our products and hedge our exposure to metal price risk, which could impact our operating costs.

Losses caused by disruptions in the supply of power would reduce the profitability of our operations.

          We may incur losses due to a temporary or prolonged interruption of the supply of electrical power to our facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events. We use large amounts of electricity to produce primary aluminum, and any loss of power which causes an equipment shutdown can result in the hardening or “freezing” of molten aluminum in the pots where it is produced. If this occurs, we may experience significant losses if the pots are damaged and require repair or replacement, a process that could limit or shut down our production operations for a prolonged period of time. Although we maintain property and business interruption insurance to mitigate losses resulting from catastrophic events, we may be required to pay significant amounts under the deductible provisions of those insurance policies. In addition, our coverage may not be sufficient to cover all losses, or may not cover certain events. Certain of our insurance policies do not cover any losses we may incur if our suppliers are unable to provide us with power during periods of unusually high demand. Certain losses which are not covered by insurance may trigger a default under our revolving credit facility.

Changes or disruptions to our current supply arrangements could increase our raw material costs.

          We depend on a limited number of suppliers for alumina, the principal raw material used to produce primary aluminum. Supply of alumina has been constrained over the past two years, and the construction of new production facilities requires substantial lead time. Disruptions to our supply of alumina could occur for a variety of reasons, including disruptions of production at a particular supplier’s alumina refinery. These disruptions may require us to purchase alumina on less favorable terms than under our current agreements. Spot alumina prices are currently substantially higher than the prices we pay under our long-term agreements.

          We and Noranda Finance Inc., through 50/50 joint venture companies, recently purchased the Gramercy, Louisiana alumina refinery that supplies the alumina used at our Hawesville and Noranda’s New Madrid primary aluminum production facilities. As part of the acquisition, the joint venture also purchased an interest in a Jamaican partnership that owns bauxite mining assets in St. Ann, Jamaica. Bauxite is the principal raw material used in the production of alumina and all of the bauxite used at the Gramercy alumina refinery is purchased from the Jamaican partnership. In October 2004, certain equipment used by the partnership to load bauxite at the St. Ann port facility failed, resulting in a temporary interruption of bauxite shipments. The St. Ann port facility, which is used to ship bauxite to the Gramercy alumina facility and to other customers, operated at a reduced shipping level until full

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operations resumed in December 2004. If there is a significant disruption of bauxite shipments in the future, we could incur additional costs if we are required to use bauxite from other sources.

Our costs of alumina at the Hawesville facility may be higher than under our previous LME-based contract depending on certain market conditions.

          The Gramercy refinery that we and Noranda recently acquired from Kaiser supplies all of the alumina used at our Hawesville facility. Prior to the acquisition, we purchased alumina from Kaiser under a long-term contract at prices based on the LME price for primary aluminum. Following the acquisition, that contract was replaced with a contract that provides for alumina prices based on the Gramercy refinery’s production costs. As a result, the price we pay for the alumina used at our Hawesville facility is now based on the cost of alumina production, rather than the LME price for primary aluminum. Those production costs could be materially higher than our previous LME-based contract price during periods when aluminum prices are low and natural gas prices are high.

Changes in the relative cost of certain raw materials and energy compared to the price of primary aluminum could affect our operating results.

          Our operating results are sensitive to changes in the price of primary aluminum and the raw materials used in our production. Although we attempt to mitigate the effects of such price fluctuations through the use of various fixed-price commitments and financial instruments, these efforts may limit our ability to take advantage of favorable changes in the market prices for primary aluminum or raw materials. See “Business – Pricing and Risk Management” included elsewhere in this prospectus for a discussion of these contracts in more detail.

          Electricity represents our single largest operating cost. As a result, the availability of electricity at affordable prices is crucial to the profitability of our operations. While we purchase virtually all of our electricity for our existing U.S. facilities under fixed-price contracts, a portion of the contracted cost of the electricity supplied to the Mt. Holly facility varies with our supplier’s fuel costs. An increase in our supplier’s fuel costs would increase the price the Mt. Holly facility pays for electricity. The fixed price portions of our current power contracts are due to expire at various times from the end of 2005 through 2010. If we are unable to obtain power at affordable rates upon the expiration of these contracts, we may be forced to curtail or idle a portion of our production capacity, which would lower our revenues and adversely affect the profitability of our operations.

We are subject to the risk of union disputes.

          The bargaining unit employees at our Ravenswood and Hawesville facilities and at the Gramercy refinery are represented by the United Steel Workers of America, or USWA. Our labor contracts expire in 2006 at the Ravenswood and Hawesville facilities and in 2005 at the Gramercy facility. Nordural’s employees are represented by unions and were employed under a contract that expired at the end of 2004. New labor contracts are being negotiated to replace the recently expired contracts covering employees at Nordural and the Jamaican bauxite mining operations. We may be unable to satisfactorily renegotiate those labor contracts. In addition, existing labor contracts may not prevent a strike or work stoppage at any of these facilities in the future, and any such work stoppage could prevent or significantly impair our ability to conduct production operations at those facilities.

We depend on key management personnel.

          Our management structure is streamlined and, as a result, we rely heavily on a small core senior management team. The unexpected loss of the services of one or more key employees could significantly harm our business, financial condition and operating results. The employment agreements for certain key management personnel expire at the end of 2005 and it is anticipated that several of those individuals will retire at that time.

We are subject to a variety of environmental laws that could result in costs or liabilities.

          We are obligated to comply with various federal, state and other environmental laws and regulations, including the environmental laws and regulations of Iceland, the European Economic Area and Jamaica. Environmental laws and regulations may expose us to costs or liabilities relating to our manufacturing operations or property ownership. We incur operating costs and capital expenditures on an ongoing basis to comply with applicable environmental laws and regulations. In addition, we are currently and may in the future be responsible for the cleanup of contamination at some of our current and former manufacturing facilities or for the amelioration of damage to

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natural resources. For example, we, along with others, including former owners of our former St. Croix facility, received notice of a threatened lawsuit alleging natural resources damages at the facility. While it is not presently possible to determine the outcome of this matter, our known liabilities with respect to this and other matters relating to compliance and cleanup, based on current information, are not expected to be material and should not materially adversely affect our operating results. However, if more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered, or if contributions from other responsible parties with respect to sites for which we have cleanup responsibilities are not available, we may be subject to additional liability, which may be material. Further, additional environmental matters for which we may be liable may arise in the future at our present sites where no problem is currently known, with respect to sites previously owned or operated by us, by related corporate entities or by our predecessors, or at sites that we may acquire in the future. Overall production costs may become prohibitively expensive and prevent us from effectively competing in price sensitive markets if future capital expenditures and costs for environmental compliance or cleanup are significantly greater than current or projected expenditures and costs. See “Business — Environmental Matters” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Environmental Expenditures and Other Contingencies” and Note 12 to our audited consolidated financial statements, all of which are included elsewhere in this prospectus, for a detailed description of our environmental matters and associated costs and risks.

   Acquisitions may present difficulties for us.

     In April 2004, we acquired the Nordural facility located in Iceland. In October 2004, we and Noranda acquired through joint venture companies the Gramercy alumina refinery located in Gramercy, Louisiana and a 49% interest in related bauxite operations in Jamaica. See “The Gramercy Acquisition.” We may make other strategic acquisitions in the future. We are subject to numerous risks as a result of our acquisitions, including the following:

•   it may be difficult to manage our existing business as we integrate acquired operations;

•   we may not achieve the anticipated reductions in average unit production costs as a result of our acquisitions; and

•   management of acquisitions will require continued development of financial controls and information systems, which may prove to be expensive, time-consuming, and difficult.

     Accordingly, our recent or future acquisitions might not improve our competitive position and business prospects as anticipated.

   We may not realize the expected benefits of the planned expansion of the Nordural facility.

     The expansion of Nordural, which is under way, will more than double its existing production capacity. We cannot assure you that Nordural will be able to complete the expansion in the time forecast or without significant cost overruns or that we will be able to realize the expected benefits of the expansion. We may add additional capacity to the current expansion project or in a future expansion of the Nordural facility. In each case, our ability to add the additional capacity depends on our ability to enter into certain key contracts for that capacity.

   Operating in foreign countries exposes us to political, regulatory, currency and other related risks.

     The Nordural facility is our first facility located outside of the United States. The bauxite operations related to Gramercy, which we recently acquired through a joint venture with Noranda, are located in Jamaica. We may in the future consider other acquisitions in foreign countries. International operations may expose us to risks, including unexpected changes in foreign laws and regulations, political and economic instability, challenges in managing foreign operations, increased cost to adapt our systems and practices to those used in foreign countries, export duties, tariffs and other trade barriers, and the burdens of complying with a wide variety of foreign laws.

     In addition, we will be exposed to fluctuations in currency exchange rates and, as a result, an increase in the value of foreign currencies relative to the U.S. dollar could increase our operating expenses which are denominated and payable in those currencies. For example, Nordural’s revenues are denominated in U.S. dollars, while its labor costs are denominated in Icelandic kronur and a portion of its anode costs are denominated in euros.

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   Our historical and pro forma financial information may not be comparable to our results for future periods.

     The historical and pro forma financial information included in this prospectus is not necessarily indicative of our future results of operations, financial position and cash flows, and the pro forma financial information does not necessarily reflect our results of operations and financial position for the periods and dates presented. For example, our historical financial data does not reflect the effects of:

•   our 80% interest in the Hawesville facility prior to April 1, 2001;

•   our acquisition of the remaining 20% interest in the Hawesville facility prior to April 1, 2003;

•   our acquisition of the Nordural facility prior to April 27, 2004; and

•   our purchase of a 50% interest in the Gramercy assets.

     In addition, our pro forma financial information does not include operating results from the remaining 20% interest in the Hawesville facility before we acquired it on April 1, 2003, may not reflect all of the effects from the integration of the financial results of the Nordural facility, and does not reflect the refinancing of debt outstanding under Nordural’s term loan facility, the Gramercy acquisition or Nordural’s new term loan facility. Costs actually incurred relating to the remaining 20% interest in the Hawesville facility and the Nordural facility following these acquisitions may be materially different from those costs reflected in the pro forma financial information.

  Risks Relating to Our Indebtedness

Our high level of indebtedness requires significant cash flow to meet our debt service requirements, which reduces cash available for other purposes, such as the payment of dividends, and limits our ability to pursue our growth strategy.

      We are highly leveraged. We had an aggregate of approximately $526.0 million of outstanding indebtedness for borrowed money as of September 30, 2004. In addition, Nordural expects to borrow an additional $293.6 million under its new $365.0 million term loan facility. See “Description of Certain Indebtedness – Nordural Debt New Term Loan Facility.”

      The level of our indebtedness could have important consequences to you. For example, it could:

•   limit cash flow available for capital expenditures, acquisitions, dividends, working capital and other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing our debt;

•   increase our vulnerability to adverse economic and industry conditions;

•   limit our flexibility in planning for, or reacting to, competitive and other changes in our business and the industry in which we operate;

•   place us at a disadvantage compared to our competitors who may have less debt and greater operating and financing flexibility than we do; and

•   limit our ability to borrow additional funds, which may prevent us from pursuing favorable acquisition opportunities when they arise.

      In addition to our indebtedness, we have liabilities and other obligations which could reduce cash available for other purposes and limit our ability to pursue our growth strategy.

We may not be able to generate the necessary amount of cash to service our indebtedness and satisfy other commitments.

     We will need a significant amount of cash to service our debt. During the year ended December 31, 2003, we paid $41.3 million to meet our aggregate annual debt service requirements, including $38.2 million related to the first mortgage notes. During the year ended December 31, 2003, Nordural had $19.4 million in debt service payments, including principal amortization. While Century Aluminum Company’s debt service has decreased as a result of the 2004 refinancing, Nordural’s debt service will increase as it draws down under its new term

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loan facility. In addition, we will be required to settle in cash up to the principal amount of the convertible notes (which are convertible at any time) upon conversion, which could increase our debt service obligations.

     We are also exposed to risks of interest rate increases. Nordural, which we acquired in April 2004, had $83.4 million of debt at September 30, 2004. Nordural has entered into definitive agreements related to a new $365.0 million senior term loan facility, a portion of which will be used to refinance debt under Nordural’s existing term loan facility. In addition, amounts borrowed under the new term loan facility will be used to finance a portion of the ongoing expansion of the Nordural facility and for Nordural’s general corporate purposes. Nordural’s annual debt service requirements will vary, as amounts outstanding under its new term loan facility will bear interest at a variable rate.

     Our ability to pay interest and to repay or refinance our indebtedness, including the notes, and satisfy other commitments, including funding the Nordural expansion, will depend upon our future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory, business and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations, that we will realize our currently anticipated revenues and operating performance or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we are unable to meet our debt service obligations or fund our other liquidity needs, we could attempt to restructure or refinance our indebtedness or seek additional equity capital. We cannot assure you that we will be able to accomplish those actions on satisfactory terms, or at all.

Restrictive covenants in our credit facilities and the indenture governing the notes limit our ability to incur additional debt and pursue our growth strategy.

     Our revolving credit facility and the indenture governing the notes each contain various covenants that restrict the way we conduct our business and limit our ability to incur debt, pay dividends and engage in transactions such as acquisitions and investments, which may impair our ability to pursue our growth strategy. See “Description of Certain Indebtedness.” Any failure to comply with those covenants may constitute a breach under the revolving credit facility or the indenture governing the notes, which may result in the acceleration of all or a substantial portion of our outstanding indebtedness and termination of commitments under our revolving credit facility. If our indebtedness is accelerated, we may be unable to repay those amounts upon acceleration. As of September 30, 2004, we had $9.9 million aggregate principal amount of first mortgage notes outstanding, which are secured by a substantial portion of the assets comprising our Ravenswood and Hawesville facilities. In addition, all of our inventory and accounts receivable have been pledged to secure borrowings under our revolving credit facility. If the secured lenders compel the sale of those assets or our company is liquidated for any other reason, our secured lenders would have to be repaid before proceeds from the sale of those assets would be available to repay our unsecured creditors and for distribution to our equity holders.

     On February 10, 2005, Nordural executed agreements and documents related to a $365.0 million senior term loan facility arranged by Landsbanki Islands hf. and Kaupthing Bank hf. The new loan facility is expected to be funded on or about February 15, 2005, subject to satisfaction of customary closing conditions. Amounts borrowed under the new term loan facility will be used to refinance debt under Nordural’s existing term loan facility, to finance a portion of the costs associated with the ongoing expansion of the Nordural facility and for Nordural’s general corporate purposes. Substantially all of Nordural’s assets are pledged as security under the new term loan facility, including, but not limited to, all property, plant and equipment related to the smelter and the harbor area and all of Nordural’s current and future inventory,

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receivables, insurance policies, bank accounts, and rights under specified contracts relating to the operation of the Nordural facility, including its tolling, anode supply and power contracts having a term longer than two years. In addition, the shares of Nordural have been pledged to the lenders as collateral. If Nordural is unable to comply with these covenants, the lenders would be able to cancel commitments under Nordural’s loan facility, cause all or part of the amounts outstanding under the loan facility to be immediately due and payable and foreclose on any collateral securing the loan facility. The new term loan facility also contains restrictions on Nordural’s ability to pay dividends to us, including a requirement that Nordural make a repayment of principal in an amount equal to 50% of any dividend paid to shareholders. See “Description of Certain Indebtedness – Nordural Debt – New Term Loan Facility.” Based on Nordural’s needs for cash to finance its expansion and operations, we do not currently anticipate that Nordural will distribute any cash to us until the expansion is complete.

   Despite current levels of indebtedness, we may be able to incur substantially more indebtedness.

     Despite our current and anticipated debt levels, we may be able to incur significant additional indebtedness from time to time, subject to the restrictions contained in our revolving credit facility and the indenture governing the notes. Our revolving credit facility permits additional borrowings, and any such borrowings under our revolving credit facility would be secured by all of our accounts receivable and inventory. Although the indenture governing the notes contains restrictions on our incurrence of debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, indebtedness incurred in compliance with these restrictions could be substantial. See “Summary — Summary Financial and Other Data of Century Aluminum,” “Description of the Exchange Notes” and “Description of Certain Indebtedness.”

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FORWARD-LOOKING STATEMENTS

     In this prospectus, we make statements that may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” and “would” or similar words. All of these forward-looking statements are based on estimates and assumptions made by our management that, although we believe to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon such estimates and statements. We cannot assure you that any of such estimates or statements will be realized and it is likely that actual results will differ materially from those contemplated by such forward-looking statements. Factors that may cause such differences include:

•   Our high level of indebtedness reduces cash available for other purposes and limits our ability to incur additional debt and pursue our growth strategy;

•   The cyclical nature of the aluminum industry causes variability in our earnings and cash flows;

•   The loss of a customer to whom we deliver molten aluminum would increase our production costs;

•   We could suffer losses due to a temporary or prolonged interruption of the supply of electrical power to our facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events;

•   Due to volatile alumina prices, the principal raw material used in primary aluminum production, our raw material costs could be materially impacted if we experience changes to or disruptions in our current alumina supply arrangements, or if production costs at our newly acquired alumina refining operations increase significantly;

•   By expanding our geographic presence and diversifying our operations through the acquisition of bauxite mining and alumina refining assets, we are exposed to new risks and uncertainties that could adversely affect the overall profitability of our business;

•   Changes in the relative cost of certain raw materials and energy compared to the price of primary aluminum could affect our margins;

•   Most of our employees are unionized and any labor dispute or failure to successfully renegotiate an existing labor agreement could materially impair our ability to conduct our production operations at our unionized facilities;

•   We are subject to a variety of environmental laws that could result in unanticipated costs or liabilities;

•   We may not realize the expected benefits of our growth strategy if we are unable to successfully integrate the businesses we acquire; and

•   We cannot assure you that Nordural will be able to complete its expansion in the time forecast or without significant cost overruns or that we will be able to realize the expected benefits of the expansion.

      Although we believe the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee our future performance and a number of factors could materially affect our results of operations and the accuracy of our forward-looking statements. Many of these factors are beyond our control. When reading any of our forward-looking statements, you should consider the risks described above as well as those described under the heading “Risk Factors” located elsewhere in the prospectus. All forward-looking statements in this prospectus are based on information currently available to us and they speak only as of the date on which they are made. We undertake no obligation (other than as required by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We qualify all of our forward-looking statements by these cautionary statements and information.

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USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as described in this prospectus, we will receive in exchange a like aggregate principal amount of the outstanding notes, the form and terms of which are identical in all material respects to the form and terms of the exchange notes, except that the exchange notes have been registered under the Securities Act, and therefore contain no restrictive legends and will generally be freely tradeable. The outstanding notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness. We have agreed to bear the expenses of the exchange offer to the extent indicated in the registration rights agreement. No underwriter is being used in connection with the exchange offer.

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RATIO OF EARNINGS TO FIXED CHARGES

     The following table presents our historical ratio of earnings to fixed charges for the periods indicated. For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pre-tax income from continuing operations before adjustment for minority interest in consolidated subsidiaries plus the amount of fixed charges, adjusted to exclude interest capitalized and preference security dividend requirements of consolidated subsidiaries during the period. Fixed charges consist of the sum of the following during the period: (a) interest expensed and capitalized; (b) amortized premiums, discounts and capitalized expenses related to indebtedness; and (c) preference security dividend requirements of consolidated subsidiaries.

											Nine Months
											Ended
	Year Ended December 31,										September 30,
	1999		2000		2001(1)		2002(1)		2003		2004
Ratio of earnings to fixed charges		1.27		98.88		0.16		0.06		1.11		1.29

     (1) The additional earnings that would have been required to cover fixed charges in 2001 and 2002 was $28.7 million and $42.0 million, respectively.

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THE EXCHANGE OFFER

General

     In connection with our private offering of the outstanding notes on August 26, 2004, Century Aluminum Company and the guarantors of the outstanding notes entered into a registration rights agreement with Credit Suisse First Boston LLC, as representative of the initial purchasers of the outstanding notes. Under this registration rights agreement, we and the guarantors agreed to use our best efforts to cause to be filed with the SEC a registration statement with respect to an offer to exchange the outstanding notes for exchange notes containing terms identical in all material respects to the outstanding notes (except that the exchange notes will be registered under the Securities Act and will not contain restrictions on transfer). We and the guarantors further agreed to:

•   use our best efforts to complete the exchange offer by March 24, 2005;

•   keep the exchange offer open for not less than 20 business days from the date that notice of the registered exchange offer is mailed to the holders of the outstanding notes;

•   commence the exchange offer promptly after the effective date of the registration statement and use our best efforts to have the exchange offer completed not later than 60 days after the effective date; and

•   issue the exchange notes for all outstanding notes properly tendered and not validly withdrawn pursuant to the exchange offer as soon as practicable following the expiration of the exchange offer.

     Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all outstanding notes properly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to this exchange offer only in denominations of $1,000 or integral multiples thereof. As of the date of this prospectus, $250,000,000 aggregate principal amount of the outstanding notes are outstanding.

     Based on an interpretation by the Staff of the SEC set forth in no-action letters issued to third parties, including “Exxon Capital Holdings Corporation” (available May 13, 1988), “Morgan Stanley & Co. Incorporated” (available June 5, 1991), “Mary Kay Cosmetics, Inc.” (available June 5, 1991) and “Warnaco, Inc.” (available October 11, 1991), we believe that the exchange notes offered hereby may be offered for resale, resold and otherwise transferred by you under United States federal securities laws without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•   you are acquiring the exchange notes issued in the exchange offer in the ordinary course of business;

•   you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer;

•   you are not a broker-dealer who purchased the outstanding notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and

•   you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act.

     If you wish to participate in this exchange offer, you must represent to us that such conditions have been met and make such other representations as may be reasonably necessary. If our belief is inaccurate and you transfer any exchange note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your notes from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability, but we do not believe that any such liability should exist if the above conditions are met.

     Each participating broker-dealer that receives exchange notes in exchange for outstanding notes acquired for its own account, as a result of market-making or other trading activities, must make a written certification to that effect and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an

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“underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus in connection with offers to resell or otherwise retransfer the exchange notes received in this exchange offer for a period of 180 days after the expiration date. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus and any amendment or supplement to this prospectus available to any such broker-dealer for use in connection with any such resales. See “Plan of Distribution.”

     This prospectus, together with the accompanying letter of transmittal, is being sent to all registered holders of outstanding notes as of the record date, which is February 11, 2005.

     We will be deemed to have accepted validly tendered outstanding notes when and if we give oral or written notice thereof to the exchange agent. See “— Exchange Agent.” The exchange agent will act as agent for the tendering holders of outstanding notes for the purpose of receiving exchange notes from us and delivering them to such holders.

     If any tendered outstanding notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events described below, the certificates evidencing these unaccepted outstanding notes will be returned, without charge, to the tendering holder as promptly as practicable after the expiration date.

     We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer incident to our performance of or compliance with the registration rights agreement. Therefore, if you tender your outstanding notes, you will not be required to pay any brokerage commissions, fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the outstanding notes pursuant to the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

     The term “expiration date” shall mean March 14, 2005, unless we, in our sole discretion, extend the exchange offer. If we extend the expiration date of the exchange offer, the term “expiration date” shall mean the latest date to which the exchange offer is extended. We will notify the exchange agent of any such extension by oral or written notice and will mail to each holder of the outstanding notes as of the record date an announcement thereof, each prior to 5:00 p.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement may state that we are extending the offer for a specified period of time.

     We reserve the right:

•   to delay acceptance of any outstanding notes, to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted, if any of the conditions set forth under “— Shelf Registration” shall have occurred and shall not have been waived by us (if permitted to be waived by us), by giving oral and written notice of such delay, extension or termination to the exchange agent; and

•   to amend the terms of the exchange offer in any manner deemed by us not to be disadvantageous to the holders of the outstanding notes.

     Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof. If the exchange offer is amended in a manner we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform you of such amendment.

Interest on the Exchange Notes

     The exchange notes will bear interest from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange for the exchange notes (or if the exchange notes are authenticated between a record date and interest payment date, from such interest payment date) or, if no interest has been paid on the outstanding notes, from the date on which the outstanding notes were originally issued under the indenture, at 7.5% per year, payable semiannually on each February 15 and August 15, beginning February 15, 2005, to holders of record on the February 1 or August 1 immediately preceding the interest payment date. Holders of outstanding notes whose outstanding notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the outstanding notes accrued from August 26, 2004 or, if later, the most recent interest payment date, to the date the exchange notes are issued.

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     We will pay additional cash interest on the outstanding notes and exchange notes, subject to certain exceptions, if:

•   the exchange offer is not completed on or before March 24, 2005; or

•   we are obligated to file a shelf registration statement and such shelf registration statement is not declared effective on or prior to March 24, 2005 (See “– Shelf Registration”);

from such date until the exchange offer is completed or the shelf registration is declared effective.

     The rate of the additional interest will be 0.5% per annum. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the outstanding notes and the exchange notes.

Procedures for Tendering

     Only a holder of outstanding notes may tender notes in the exchange offer. To tender in the exchange offer, a holder must:

•   complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;

•   have the signatures guaranteed if required by the letter of transmittal; and

•   mail or otherwise deliver the letter of transmittal or such facsimile, together with the outstanding notes and any other required documents, to the exchange agent for delivery prior to 5:00 p.m., New York City time, on the expiration date.

     To tender outstanding notes effectively, the holder must complete the letter of transmittal and other required documents and the exchange agent must receive all the documents prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the notes may be made by book-entry transfer in accordance with the book-entry transfer facility’s procedures for transfer, provided that the holder must transmit and the exchange agent must receive confirmation of book-entry transfer prior to the expiration date.

     By tendering outstanding notes, the holder agrees to the terms of the exchange offer included in this prospectus and to those contained in the letter of transmittal which accompanies this prospectus and represents to us that, among other things:

•   the exchange notes to be issued in the exchange offer are being obtained in the ordinary course of business of the person receiving such exchange notes whether or not such person is the holder;

•   neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such exchange notes; and

•   neither the holder nor any such other person is our “affiliate” as defined in Rule 405 under the Securities Act.

     The method of delivery of notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or notes should be sent to us.

     Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for such holders.

     Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should promptly instruct the registered holder to tender on the beneficial owner’s behalf. Any such beneficial owner who wishes to tender on such owner’s behalf must, prior to completing and executing the letter of transmittal and delivering outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in such owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date of the exchange offer. See “Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Owner” included with the letter of transmittal.

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     An institution that is a member firm of the Medallion system must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the outstanding notes are tendered:

•   by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•   for the account of a member firm of the Medallion system.

     If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in that letter of transmittal, the notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the notes. An institution that is a member firm of the Medallion System must guarantee the signature.

     Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity should indicate their capacities when signing the letter of transmittal or any notes or bond powers. Evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

     We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at the book-entry transfer facility, The Depository Trust Company, for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in The Depository Trust Company’s system may make use of the book-entry transfer facility to transfer the outstanding notes into the exchange agent’s account with respect to the notes following the book-entry transfer facility’s procedures for transfer. Delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility. However, the holder must transmit and the exchange agent must receive or confirm an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

     The exchange agent and The Depository Trust Company have confirmed that the exchange offer is eligible for The Depository Trust Company Automated Tender Offer Program. Accordingly, The Depository Trust Company participants may electronically transmit their acceptance of the exchange offer by causing The Depository Trust Company to transfer outstanding notes to the exchange agent in accordance with Automated Tender Offer Program procedures for transfer. The Depository Trust Company will then send an “agent’s message” to the exchange agent.

     The term “agent’s message” means a message transmitted by The Depository Trust Company, received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that:

•   The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering outstanding notes subject of the book-entry confirmation;

•   the participant has received and agrees to be bound by the terms of the letter of transmittal; and

•   we may enforce such agreement against such participant.

     In the case of an agent’s message relating to guaranteed delivery, the term means a message transmitted by The Depository Trust Company and received by the exchange agent, which states that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

     By the authority granted by The Depository Trust Company, any Depository Trust Company participant which has outstanding notes credited to The Depository Trust Company account at any time (and held of record by The Depository Trust Company’s nominee) may directly make a tender as though it were the registered holder by completing, executing and delivering the applicable letter of transmittal to the exchange agent. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

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     All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered notes and withdrawal of tendered notes will be determined by us in our sole discretion. Our determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered. We reserve the absolute right to reject any outstanding notes which, in the opinion of our counsel, would be unlawful if accepted. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of notes must be cured within such time as we shall determine. We intend to notify holders of defects or irregularities with respect to tenders of notes. However, neither we, the exchange agent nor any other person shall incur any liability for failure to give such notification. Tenders of notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

     Holders who wish to tender their outstanding notes and:

•   whose outstanding notes are not immediately available;

•   who cannot deliver their outstanding notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent; or

•   who cannot complete the procedures for book-entry transfer prior to the expiration date;

may effect a tender if:

•   they tender through an institution that is a member firm of the Medallion system;

•   prior to the expiration date, the exchange agent receives from an institution that is a member firm of the Medallion system a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number(s) of such notes and the principal amount of notes tendered, stating that the tender is being made and guaranteeing that, within three business days after the expiration date, the letter of transmittal (or facsimile thereof) together with the certificate(s) representing the notes (or a confirmation of book-entry transfer facility), and any other documents required by the letter of transmittal will be deposited by the firm with the exchange agent; and

•   the agent receives

•   such properly completed and executed letter of transmittal (or facsimile thereof),

•   the certificate(s) representing all tendered notes in proper form for transfer (or a confirmation of book-entry transfer of such notes into the exchange agent’s account at the book-entry transfer facility), and

•   all other documents required by the letter of transmittal upon three business days after the expiration date.

     Upon request to the exchange agent, we will send a notice of guaranteed delivery to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

     Except as otherwise provided in this prospectus, holders may withdraw tenders of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of outstanding notes in the exchange offer, the exchange agent must receive a telegram, telex, letter or facsimile transmission notice of withdrawal at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date.

     Any such notice of withdrawal must:

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•   specify the name of the person having deposited the notes to be withdrawn;

•   identify the outstanding notes to be withdrawn (including the certificate number(s) and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name and number of the account of the book-entry transfer facility to be credited);

•   be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered (including any required signature guarantee) or be accompanied by documents of transfer sufficient to have the trustee with respect to the notes register the transfer of notes into the name of the person withdrawing the tender; and

•   specify the name in which any outstanding notes are to be registered, if different from that of the person who deposited the notes.

     We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices. Our determination shall be final and binding on all parties. We will not deem notes so withdrawn to have been validly tendered for purposes of the exchange offer. We will not issue exchange notes for withdrawn outstanding notes unless you validly retender the withdrawn outstanding notes. We will return any outstanding notes which have been tendered but which are not accepted for exchange to the holder of the notes at our cost as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may re-tender properly withdrawn outstanding notes by following one of the procedures described above under the heading “Procedures for Tendering” at any time prior to the expiration date.

Shelf Registration

     Notwithstanding any other term of this exchange offer, we will not be required to accept for exchange, or exchange notes for, certain or all of the outstanding notes pursuant to this registered exchange offer not yet accepted for exchange, if:

•   we determine that applicable law or the applicable interpretations of the staff of the SEC do not permit us to effect such a registered exchange offer;

•   for any other reason we do not complete the registered exchange offer by March 24, 2005; or

•   following completion of the registered exchange offer, in the opinion of counsel for the initial purchasers, a registration statement must be filed, and the initial purchasers must deliver a prospectus in connection with any offer or sale of their notes.

     If any of the above events occurs, then we and the guarantors will, subject to certain exceptions:

•   use our best efforts to file, as soon as practicable, a shelf registration statement (under Rule 415 of the Securities Act) with the SEC covering resales of the outstanding notes or the exchange notes, as the case may be;

•   use our best efforts to cause the shelf registration statement to be declared effective by the SEC under the Securities Act; and

•   keep the shelf registration statement continuously effective until the earlier of

•   the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to the outstanding notes covered by the shelf registration statement; or

•   the date on which all outstanding notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement or cease to be outstanding.

     If a shelf registration statement is filed, we will provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the outstanding notes or the exchange notes, as the case may be. Any holder that sells outstanding notes or exchange notes pursuant to the shelf registration statement:

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•   generally is required to be named as a selling security holder in the related prospectus;

•   must deliver a prospectus to any purchaser;

•   will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales; and

•   will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

Exchange Agent

     Wilmington Trust Company has been appointed as exchange agent for the exchange of the outstanding notes. Questions and requests for assistance relating to the exchange of the outstanding notes should be directed to the exchange agent in Wilmington, Delaware addressed as follows:

By Mail or Overnight Delivery:	Wilmington Trust Company
	1100 N. Market Street
	Wilmington, DE 19890-1626
	Attn: Alisha Clendaniel
By Mail or Overnight Delivery:
By Hand Delivery:	Wilmington Trust Company
	Corporate Capital Markets
	1100 North Market Street
	Wilmington, DE 19890-1626
	Attn: Alisha Clendaniel
By Certified or Registered Mail:	Wilmington Trust Company
	DC-1626 Processing Unit
	P.O. Box 8861
	Wilmington, DE 19899-8861
By Facsimile Transmission:	(302) 636-4139
By Telephone:	(302) 636-6470

Fees and Expenses

     We will bear the expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation for tenders pursuant to the exchange offer is being made by mail. Additional solicitations may be made by officers and regular employees of ours and our affiliates in person, by facsimile or telephone.

     We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses.

     We will pay the expenses to be incurred in connection with this exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees.

     We will pay all transfer taxes, if any, that are applicable to the exchange of outstanding notes pursuant to the exchange offer. However, if certificates representing exchange notes or outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes pursuant to the exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other person, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such taxes will be billed directly to such tendering holder.

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Effect on Holders of Outstanding Notes

     As a result of making, and upon acceptance for, the exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. If you are a holder of outstanding notes and do not tender your outstanding notes in the exchange offer, you will continue to hold your outstanding notes and you will be entitled to all the rights and limitations applicable to the outstanding notes in the indenture, except for any rights under the registration rights agreement which by their terms terminate upon the completion of the exchange offer. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

Consequences of Failure to Exchange

     All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for under the Securities Act and in the outstanding notes and the indenture governing the outstanding notes. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

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THE GRAMERCY ACQUISITION

     On October 1, 2004, we and Noranda Finance Inc., through 50/50 joint venture companies, acquired an alumina refinery in Gramercy, Louisiana and related bauxite mining assets in Jamaica from Kaiser Aluminum & Chemical Company. Throughout this prospectus, we refer to Kaiser Aluminum & Chemical Company as “Kaiser” and the alumina refinery and bauxite mining assets acquired from Kaiser as the “Gramercy assets.” The Gramercy assets were acquired pursuant to the terms of an Asset Purchase Agreement, dated May 17, 2004, among Gramercy Alumina LLC, St. Ann Bauxite Limited, Kaiser, and Kaiser Bauxite Company. Gramercy Alumina LLC and St. Ann Bauxite Limited are joint venture companies formed by Century and Noranda to separately acquire the Gramercy plant and the bauxite mining assets, respectively.

     The purchase price for the Gramercy assets was $23 million, subject to working capital adjustments. We paid one-half, or $11.5 million of the unadjusted purchase price, which we funded with available cash. Noranda paid the remaining $11.5 million. We plan to account for our investment in the Gramercy assets using the equity method of accounting. The acquisition was approved by the United States Bankruptcy Court for the District of Delaware as part of Kaiser’s plan to emerge from Chapter 11 bankruptcy.

Alumina Refining Operations

     The alumina refinery in Gramercy was acquired by Gramercy Alumina LLC (“GAL”), a newly-formed Delaware limited liability company. The Gramercy plant began operations in 1959 and consists of a production facility, a powerhouse for steam and electricity production, a deep water dock and a barge loading facility. Extensive portions of the Gramercy plant were rebuilt and modernized between 2000 and 2002.

     The Gramercy plant currently produces alumina at a capacity rate of approximately 1.2 million metric tons per year, consisting of approximately 80% smelter grade alumina (“SGA”), and 20% alumina hydrate, or chemical grade alumina (“CGA”). Annual production during the years ended December 31, 2001, 2002 and 2003 was 0.9 million, 1.2 million, and 1.2 million metric tons, respectively. Production was curtailed in 2001 while the Gramercy plant was being rebuilt and modernized and in 2004 as a result of a brief interruption in the supply of bauxite from St. Ann Bauxite Ltd. due to the failure of a bauxite loading facility in October. We expect production at the Gramercy plant to remain at or near capacity for the foreseeable future.

     Labor. Prior to the acquisition, the Gramercy plant employed 149 salaried employees and 352 unionized hourly employees. All of the hourly employees and approximately 90% of the salaried employees were retained by GAL. The joint venture did not hire any Kaiser salaried employees who provided services for other Kaiser operations. Kaiser had provided certain operating level business functions for the Gramercy plant, including: procurement; shipping; engineering; sales and marketing; human resources; treasury; environmental programs; insurance; information technology and business systems; tax and legal. Following the acquisition, we and Noranda will establish these functions at GAL or provide these functions directly.

     GAL negotiated a new collective bargaining agreement with the United Steelworkers of America that covers all of the represented hourly employees at the Gramercy plant. The wage, benefit and other terms of that agreement, which expires in September 2005, are substantially identical to the terms of the previous agreement with Kaiser. GAL will establish a defined benefit pension plan and a defined contribution plan for employees of the Gramercy plant to replace the plans previously provided by Kaiser. Kaiser retained all worker compensation, pension and post-retirement medical obligations related to pre-acquisition operations at the Gramercy plant.

     Environmental. Prior to acquiring the Gramercy assets, we and Noranda performed a due diligence investigation of the environmental conditions at the Gramercy plant. We submitted the results of this investigation to Louisiana state regulatory officials together with an undertaking by GAL to perform certain specified remedial activities at the Gramercy plant following the acquisition. Based on this submission, and conditioned on completion of the specified remedial activities, state environmental officials confirmed that GAL would meet the conditions for “bona fide prospective purchaser” protection from liability for pre-existing environmental conditions at the Gramercy plant. Pursuant to the terms of the Asset Purchase Agreement, Kaiser agreed to escrow $2.5 million of the purchase price to reimburse GAL for any expenses incurred in the performance of environmental remediation at the Gramercy plant. GAL plans to spend approximately $0.3 million in 2005 for environmental remediation at the Gramercy plant. In connection with the acquisition, GAL posted a $5.5 million bond as security for certain clean-up obligations that would arise under state environmental laws upon the termination of operations at the Gramercy

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plant. Based on current information, we do not believe GAL faces any other contingent environmental liabilities of a material nature in connection with the acquisition of the Gramercy plant.

     Alumina Sales. Prior to the acquisition, substantially all of the SGA produced at the Gramercy plant was supplied to us and to Noranda under formula-priced alumina supply contracts calculated as a percentage of the London Metal Exchange price of primary aluminum. The Gramercy plant sold its CGA production to third parties. Following the acquisition, GAL will sell SGA to us and to Noranda under alumina supply contracts based on Gramercy’s production costs. All of the CGA is currently sold under existing short-term contracts with approximately 20 third party purchasers. GAL expects to continue CGA production and sales in order to optimize fixed costs. We do not anticipate that profits or losses from third party sales of CGA will be material.

     Supply Contracts. Bauxite is the principal raw material used in the production of alumina, and natural gas is the principal energy source. The Gramercy plant purchases all of its bauxite requirements from the affiliated Jamaican bauxite mining operations described below under a contract that expires at the end of 2010 at a price that is fixed through 2005. The Gramercy plant purchases its natural gas requirements at market prices under short-term agreements with local suppliers.

Bauxite Mining Operations

     The bauxite mining assets were acquired by St. Ann Bauxite Limited (“SABL”), a newly-established Jamaican limited liability company jointly owned by Century and Noranda. The bauxite mining assets are comprised of: (i) a concession from the Government of Jamaica to mine bauxite in Jamaica, and (ii) a 49% interest in a Jamaican partnership that owns certain mining assets in Jamaica. The Government of Jamaica owns the remaining 51% interest in the partnership. Throughout this prospectus, we refer to the Government of Jamaica as the “GOJ,” the mining rights granted under the concession as the “mining rights,” and the physical assets held by the partnership as the “mining assets.”

     Following the acquisition, SABL and the GOJ established a new partnership to hold the mining assets and to conduct mining and related operations pursuant to the concession. The mining assets consist primarily of rail facilities, other mobile equipment, dryers, and loading and dock facilities. The age and remaining lives of the mining assets vary and they may be repaired or replaced from time to time as part of SABL’s ordinary capital expenditure plan. Under the terms of the concession, SABL manages the operations of the new partnership, pays operating costs and is entitled to all of its bauxite production. The GOJ receives: (i) a royalty based on the amount of bauxite mined, (ii) an annual “asset usage fee” for the use of the GOJ’s 51% interest in the mining assets, and (iii) certain fees for lands owned by the GOJ that are covered by the concession. SABL also pays to the GOJ customary income and other taxes and fees pursuant to an Establishment Agreement with the GOJ that establishes the fiscal regime for SABL through December 2005. A production levy normally applicable to bauxite mined in Jamaica has been waived for SABL through December 2007. If the levy is subsequently assessed on bauxite produced by SABL, the Establishment Agreement provides that certain payments to the GOJ will be reduced and SABL and GOJ will negotiate amendments to SABL’s fiscal regime in order to mitigate the effects of the levy.

     Mining Rights. Under the terms of the GOJ concession, SABL mines the land covered by the concession and the GOJ retains surface rights and ownership of the land. The GOJ granted the concession and entered into other agreements with SABL for the purpose of ensuring the Gramercy plant will have sufficient reserves to meet its annual alumina requirements and existing or contemplated future obligations under third party contracts. Under the concession, SABL is entitled to mine 4.5 million dry metric tons, or DMT, of bauxite on specified lands annually through September 30, 2030. The GOJ is required to provide additional land if the land covered by the concession does not contain sufficient levels of commercially exploitable bauxite. SABL is responsible for reclamation of the land that it mines. In addition, SABL assumed reclamation obligations related to prior operations of approximately $9 million.

     During the years ended December 31, 2001, 2002 and 2003, the bauxite assets produced 3.6 million, 4.1 million and 3.8 million DMTs of bauxite, respectively. Production for the year ended December 31, 2004 is expected to decrease slightly from 2003 levels due to the temporary curtailment of production following a failure of the bauxite loading facility in October 2004. Provided that existing customers continue to purchase bauxite at previous levels, SABL is expected to produce approximately 4.5 million DMT in 2005 and to fully utilize its annual bauxite entitlement for the foreseeable future.

     Labor. Kaiser employed approximately 589 employees for the Jamaican mining operations all of whom were retained by SABL. The work force is comprised of approximately 139 unionized and non-unionized salaried

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employees, 333 unionized hourly employees and 117 rotating temporary workers. The joint venture assumed all of Kaiser’s pension and benefit obligations for these employees. SABL is currently negotiating with local unions to enter into new labor contracts that are expected to contain substantially similar terms as recently expired labor contracts.

     Prior to the acquisition, Kaiser conducted the Jamaican bauxite mining operations as a non-autonomous part of its business. Kaiser funded those operations and provided all non-operating level as well as certain operating level business functions, including: procurement; shipping; engineering; sales and marketing; human resources; treasury; environmental programs; insurance; information technology and business systems; and legal. Following the acquisition, we and Noranda will establish these functions at SABL or provide these functions directly. SABL did not hire any off-site Kaiser executive personnel.

     Environmental. Based on current information, we do not believe SABL faces any environmental liabilities of a material nature in connection with the acquisition of the bauxite assets.

     Bauxite Sales. Prior to the acquisition, Kaiser used approximately 60% of the bauxite produced by the bauxite mining assets to supply the alumina requirements at the Gramercy plant. The remaining 40% was sold to a third party alumina refinery in Texas. Following the acquisition, SABL will continue to supply the Gramercy plant’s alumina requirements under a long-term fixed price contract. SABL is currently negotiating a renewal of the third party agreement for the sale of the remaining bauxite production. We do not anticipate that profits or losses from third party sales of bauxite will be material.

     Supply Contracts. SABL has various short-term agreements with third parties for the supply of fuel oil, diesel fuel, container leasing and other locally provided services.

Post-Acquisition Operation of the Gramercy assets

     Alumina is the principal raw material used in the production of primary aluminum. We acquired the Gramercy assets in order to ensure a stable supply of alumina to our primary aluminum production facilities at acceptable costs and to avoid the risk of significant cost increases if we were required to replace this source of supply in the current high priced and volatile spot alumina market.

     Prior to the acquisition, the Gramercy assets were operated by Kaiser as a non-autonomous part of Kaiser’s business. The dominant portion of the revenues from these operations was derived from alumina sales to us and to Noranda. Following the acquisition, we will use the Gramercy assets as a source of alumina for our Hawesville facility. The third party CGA and bauxite sales are incidental and, standing alone, are not significant and will be maintained only to optimize fixed costs. Further, Century and Noranda have assumed certain essential management and business functions previously provided by Kaiser. Accordingly, there is a lack of continuity between pre- and post-acquisition revenue-producing activity and the manner in which essential management and business functions are handled. In addition, Kaiser did not maintain separate financial statements for the operations that comprise the Gramercy assets. Based on the foregoing, we believe that disclosure of historical financial information relating to the Gramercy assets would not be material to an understanding of our future operations.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

     The following tables present our unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the nine months ended September 30, 2004. The unaudited pro forma consolidated financial data for the year ended December 31, 2003 has been derived from the following, which are included elsewhere in this prospectus: (1) our audited consolidated financial statements and accompanying notes; and (2) the separate audited financial statements and accompanying notes of Nordural for the year ended December 31, 2003. The unaudited pro forma consolidated financial data for the nine months ended September 30, 2004 has been derived from: (1) our unaudited consolidated financial statements and accompanying notes, which are included elsewhere in this prospectus; and (2) the unaudited financial statements of Nordural for the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural, which are not included in this prospectus. The unaudited pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results of operations would actually have been had the transactions described below in fact occurred as of the dates specified. In addition, the unaudited pro forma consolidated financial data does not purport to project our results of operations for any future period. Among other things, the unaudited pro forma consolidated financial data does not reflect the effects of our acquisition of the remaining 20% interest in the Hawesville primary aluminum reduction facility prior to the closing of that acquisition in April 2003.

     The unaudited pro forma consolidated statements of operations for the year ended December 31, 2003 and the nine months ended September 30, 2004 give pro forma effect to the following events as if they were completed on January 1, 2003:

•   our acquisition of all of the outstanding equity shares of Nordural;

•   our issuance and sale of approximately $220.5 million in common stock in a registered public offering;

•   our payment of the remaining $12.0 million of principal under an outstanding promissory note payable to Glencore;

•   our payment of $3.3 million of dividends on our convertible preferred stock;

•   the 2004 refinancing; and

•   other adjustments that management believes are directly related to the Nordural acquisition.

The unaudited pro forma consolidated financial data does not give effect to Nordural’s new term loan facility or the refinancing of debt under Nordural’s existing term loan facility.

     The Nordural acquisition has been accounted for using the purchase method of accounting. Under the purchase method of accounting, the cash payment of the estimated aggregate purchase price for Nordural (including transaction fees and expenses) has been allocated to the tangible assets, identifiable intangible assets and liabilities of Nordural, based upon their respective fair values. The allocation of the purchase price, useful lives assigned to assets and other adjustments made to the unaudited pro forma consolidated financial data are based upon available information and certain preliminary assumptions that we believe are reasonable under the circumstances. We have not yet completed the fair market value allocation to the specific assets and liabilities of Nordural. Consequently, the final amounts allocated and the related useful lives could differ from those reflected in the unaudited pro forma consolidated financial data and the effects could be material.

     The unaudited pro forma consolidated financial data should be read in conjunction with (1) our audited and unaudited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus; and (2) the separate audited financial statements and accompanying notes of Nordural, which are included elsewhere in this prospectus.

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2003

							U.S. GAAP			U.S. GAAP			Pro Forma			Pro Forma
	Century			Nordural			Adjustments			Nordural			Adjustments			Consolidated
	(Dollars in thousands, except per share data)
Net Sales:
Third-party customers	$	660,593		$	100,939		$	—		$	100,939		$	—		$	761,532
Related parties		121,886			—			—			—			—			121,886
		782,479			100,939			—			100,939			—			883,418
Cost of goods sold		734,441			82,003			231			82,234			(5,001	) (1)		808,510
														(3,164	) (2)
Gross profit		48,038			18,936			(231	)		18,705			8,165			74,908
Selling, general and administrative expenses		20,833			558			—			558			—			21,391
Operating income		27,205			18,378			(231	)		18,147			8,165			53,517
Interest expense — third party		(41,269	)		(5,401	)		—			(5,401	)		15,820	(3)		(30,850	)
Interest expense — related party		(2,579	)		—			—			—			900	(4)		(1,679	)
Interest income		339			—			—			—			—			339
Net gain (loss) on forward contracts		25,691			—			—			—			—			25,691
Investment income					3,063			—			3,063			—			3,063
Loss on early extinguishment of debt		—			—			—			—			(47,448	) (5)		(47,448	)
Other income (expense) — net		(688	)		—			—			—			—			(688	)
Income (loss) before income taxes and minority interest		8,699			16,040			(231	)		15,809			(22,563	)		1,945
Income tax benefit (expense)		(2,841	)		(2,887	)		41			(2,846	)		7,897	(6)		(477	)
														(2,687	) (7)
Income (loss) before minority interest and cumulative effect of change in accounting principle		5,858			13,153			(190	)		12,963			(17,353	)		1,468
Minority interest		986			—			—			—			—			986
Income (loss) before cumulative effect of change in accounting principle		6,844			13,153			(190	)		12,963			(17,353	)		2,454
Cumulative effect of change in accounting principle, net of tax benefit of $3,430		(5,878	)		—			—			—			—			(5,878	)
Net income (loss)		966			13,153			(190	)		12,963			(17,353	)		(3,424	)
Preferred dividends		(2,000	)		—			—			—			—			(2,000	)
Net income (loss) applicable to common shareholders	$	(1,034	)	$	13,153		$	(190	)	$	12,963		$	(17,353	)	$	(5,424	)
Earnings (Loss) Per Common Share:
Basic:
Income (loss) before cumulative effect of change in accounting principle	$	0.23														$	0.02
Cumulative effect of change in accounting principle		(0.28	)														(0.20	)
Net income (loss)	$	(0.05	)													$	(0.18	)
Diluted:
Income (loss) before cumulative effect of change in accounting principle	$	0.23														$	0.02
Cumulative effect of change in accounting principle		(0.28	)														(0.20	)
Net income (loss)	$	(0.05	)													$	(0.18	)
Weighted Average Common Shares Outstanding (in thousands):
Basic		21,073												9,000	(8)		30,073
Diluted		21,099												9,000	(8)		30,099

See accompanying notes to the unaudited pro forma consolidated statement of operations.

40

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2003

     1. Reflects an adjustment to depreciation expense based on the purchase accounting fair market valuation of Nordural’s property, plant and equipment using an estimated average useful life of 35 years.

     2. Reflects an adjustment to eliminate Nordural’s historical amortization expense related to deferred financing and carbon anode contract costs.

     3. Reflects a net adjustment to reduce interest expense for the repayment of $315,055 of 11.75% Senior Secured First Mortgage Notes offset by the private placement of $250,000 of 7.5% Senior Unsecured Notes and $175,000 of 1.75% Senior Convertible Notes.

     4. Reflects an adjustment to reduce interest expense for the repayment of a portion of the outstanding principal under the Glencore note.

     5. Reflects an adjustment to record loss on early extinguishment of debt as of January 1, 2003 in connection with the refinancing of debt described in footnote 3 above.

     6. Reflects an adjustment to record income tax expense for the effects of the pro forma adjustments using an effective tax rate of 35%.

     7. Reflects an adjustment to record the incremental increase in income tax expense for the historical results of Nordural using an effective tax rate of 35% as opposed to the historical rate of 18%.

     8. Records the additional shares outstanding from our issuance and sale of common stock at an offering price of $24.50 per share.

41

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2004

				U.S. GAAP			Pro Forma			Pro Forma
	Century			Nordural(1)			Adjustments			Consolidated
	(Dollars in thousands, except per share data)
Net Sales:
Third-party customers	$	649,278		$	38,375		$	—		$	687,653
Related parties		120,866			—			—			120,866
		770,144			38,375			—			808,519
Cost of goods sold		644,535			28,555			(1,626	) (2)		670,919
								(545	) (3)
Gross profit		125,609			9,820			2,171			137,600
Selling, general and administrative expenses		16,966			—			—			16,966
Operating income		108,643			9,820			2,171			120,634
Interest expense – third party		(32,496	)		(1,735	)		10,643	(4)		(23,588	)
Interest expense – related party		(380	)		—			380	(5)		—
Interest income		848			28			—			876
Net loss on forward contracts		(17,146	)		—			—			(17,146	)
Loss on early extinguishment of debt		(47,448	)		—			47,448	(6)		—
Other income (expense) – net		(609	)		(1,978	)		1,941	(7)		(646	)
Income before income taxes and minority interest		11,412			6,135			62,583			80,130
Income tax expense		(4,373	)		(1,104	)		(21,904	) (8)		(28,424	)
								(1,043	) (9)
Net income		7,039			5,031			39,636			51,706
Preferred dividends		(769	)		—			—			(769	)
Net income applicable to common shareholders	$	6,270		$	5,031		$	39,636		$	50,937
Earnings Per Common Share:
Basic:
Net income	$	0.23								$	1.65
Diluted:
Net income	$	0.23								$	1.64
Weighted Average Common Shares Outstanding (in thousands):
Basic		27,542						3,416	(10)		30,958
Diluted		27,659						3,416	(10)		31,075

See accompanying notes to the unaudited pro forma consolidated statement of operations.

42

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2004

     1. Reflects the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural.

     2. Reflects an adjustment to depreciation expense based on the purchase accounting fair market valuation of Nordural’s property, plant and equipment using an estimated average useful life of 35 years.

     3. Reflects an adjustment to eliminate Nordural’s historical amortization expense related to deferred financing and carbon anode contract costs.

     4. Reflects a net adjustment to reduce interest expense for the repayment of $315,055 of 11.75% Senior Secured First Mortgage Notes offset by the private placement of $250,000 of 7.5% Senior Unsecured Notes and $175,000 of 1.75% Senior Convertible Notes.

     5. Reflects an adjustment to reduce interest expense for the repayment of a portion of the outstanding principal under the Glencore note.

     6. Reflects an adjustment to record loss on early extinguishment of debt as of January 1, 2003 in connection with the refinancing of debt described in footnote 4 above.

     7. Reflects an adjustment to reduce other expense for the CVC deal bonus and CVC legal costs paid by Nordural and reflected in Nordural income statement.

     8. Reflects an adjustment to record income tax expense for the effects of the pro forma adjustments using an effective tax rate of 35%.

     9. Reflects an adjustment to record the incremental increase in income tax expense for the historical results of Nordural using an effective tax rate of 35% as opposed to the historical rate of 18%.

     10. Records the additional weighted average shares outstanding from our issuance and sale of common stock at an offering price of $24.50 per share.

43

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

     The following table presents our selected historical and pro forma consolidated financial and other data for the periods indicated. The selected consolidated historical balance sheet data as of December 31, 2003 and December 31, 2002 and the selected consolidated statement of operations data for each of the years in the three-year period ended December 31, 2003 are derived from our consolidated financial statements audited by Deloitte & Touche LLP and included elsewhere in this prospectus. The selected consolidated historical balance sheet data as of December 31, 2001 and the selected consolidated historical balance sheet and income statement data for and as of each of the two years ended December 31, 2000 are derived from our consolidated financial statements audited by Deloitte & Touche LLP which are not included herein. The selected consolidated historical balance sheet data as of September 30, 2004 and selected consolidated statement of operations data for the nine months ended September 30, 2003 and 2004 is derived from our unaudited consolidated financial data included elsewhere in this prospectus. The selected consolidated historical balance sheet data as of September 30, 2003 is derived from our unaudited consolidated financial data which is not included herein. Our selected historical results of operations include:

•   our rolling and fabrication businesses until their sale in September 1999;

•   our additional 23% interest in the Mt. Holly facility since we acquired it in April 2000;

•   our 80% interest in the Hawesville facility since we acquired it on April 1, 2001;

•   the remaining 20% interest in the Hawesville facility since we acquired it on April 1, 2003; and

•   the Nordural facility since we acquired it on April 27, 2004.

     These historical results do not include our 50% interest in the Gramercy assets. These results may not be indicative of our future performance.

     The selected pro forma consolidated financial data is derived from the historical audited financial statements for each of Century Aluminum and Nordural for the year ended December 31, 2003 and the historical unaudited financial statements of Century Aluminum for the nine months ended September 30, 2004, each of which is included elsewhere in this prospectus, and the unaudited historical financial statements of Nordural for the period from January 1, 2004 to April 27, 2004, the date on which we acquired Nordural, which are not included in this prospectus. The pro forma consolidated financial data gives pro forma effect to the issuance and sale of $220.5 million in common stock and the use of proceeds from that offering to fund the Nordural acquisition, our payment of $12.0 million of principal outstanding under the promissory note payable to Glencore, our payment of $3.3 million of dividends on our convertible preferred stock, the 2004 refinancing, and other adjustments that management believes are directly related to the Nordural acquisition. The unaudited pro forma financial data does not give effect to Nordural’s new term loan facility or the refinancing of debt under Nordural’s existing term loan facility.

     The pro forma consolidated financial data has been prepared for illustrative purposes only and does not purport to represent what our results of operations or financial condition would actually have been had the transactions described in “Unaudited Pro Forma Consolidated Financial Data” in fact occurred as of the dates specified. The information provided below should be read in conjunction with the following, each of which is included elsewhere in this prospectus: (1) our audited and unaudited consolidated financial statements and accompanying notes, (2) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (3) the separate audited financial statements and accompanying notes of Nordural.

44

																Pro Forma									Pro Forma Nine
																Year Ended			Nine Months Ended						Months Ended
	Year Ended December 31,															December 31,			September 30,						September 30,
	1999(1)(2)			2000(3)			2001(4)			2002			2003(5)			2003(5)			2003(5)			2004(6)			2004(6)
	(Dollars in thousands, except per share and operating data)
Consolidated Statement of Operations Data:
Net sales – third party customers	$	497,475		$	299,277		$	543,453		$	603,744		$	660,593		$	761,532		$	487,287		$	649,278		$	687,653
Net sales – related parties		68,801			129,320			111,469			107,594			121,886			121,886			89,377			120,866			120,866
Total net sales		566,276			428,597			654,922			711,338			782,479			883,418			576,664			770,144			808,519
Cost of goods sold(7)		572,921			396,139			634,214			691,277			734,441			808,510			551,142			644,535			670,919
Gross profit (loss)		(6,645	)		32,458			20,708			20,061			48,038			74,908			25,522			125,609			137,600
Selling, general and administrative expenses		18,884			13,931			18,598			15,783			20,833			21,391			12,150			16,966			16,966
Operating income (loss)		(25,529	)		18,527			2,110			4,278			27,205			53,517			13,372			108,643			120,634
Gain on sale of fabricating businesses		41,130			5,156			—			—			—			—			—			—			—
Interest expense – third party		(5,205	)		(408	)		(31,565	)		(40,813	)		(41,269	)		(30,850	)		(30,894	)		(32,496	)		(23,588	)
Interest expense – related parties		—			—			—			—			(2,579	)		(1,679	)		(2,000	)		(380	)		—
Interest income		1,670			2,675			891			392			339			339			278			848			876
Net gain (loss) on forward contracts(8)		(5,368	)		4,195			(203	)		—			25,691			25,691			38,423			(17,146	)		(17,146	)
Investment income		—			—			—			—			—			3,063			—			—			—
Loss on early extinguishment of debt		—			—			—			—						(47,448	)		—			(47,448	)		—
Other income (expense)		(2,917	)		6,461			2,592			(1,843	)		(688	)		(688	)		(510	)		(609	)		(646	)
Income (loss) before income taxes and minority interest and cumulative effect of change in accounting principle		3,781			36,606			(26,175	)		(37,986	)		8,699			1,945			18,669			11,412			80,130
Income tax benefit (expense)		138			(11,301	)		8,534			14,126			(2,841	)		(477	)		(6,556	)		(4,373	)		(28,424	)
Income (loss) before minority interest and cumulative effect of change in accounting principle		3,919			25,305			(17,641	)		(23,860	)		5,858			1,468			12,113			7,039			51,706
Minority interest		—			—			3,939			5,252			986			986			986			—			—
Income (loss) before cumulative effect of change in accounting principle		3,919			25,305			(13,702	)		(18,608	)		6,844			2,454			13,099			7,039			51,706
Cumulative effect of change in accounting principle, net of tax benefit of $3,430(9)		—			—			—			—			(5,878	)		(5,878	)		(5,878	)		—			—
Net income (loss)		3,919			25,305			(13,702	)		(18,608	)		966			(3,424	)		7,221			7,039			51,706
Preferred dividends		—			—			(1,500	)		(2,000	)		(2,000	)		(2,000	)		(1,500	)		(769	)		(769	)
Net income (loss) applicable to common shareholders	$	3,919		$	25,305		$	(15,202	)	$	(20,608	)	$	(1,034	)	$	(5,424	)	$	5,721		$	6,270		$	50,937

45

																Pro Forma									Pro Forma Nine
																Year Ended			Nine Months Ended						Months Ended
	Year Ended December 31,															December 31,			September 30,						September 30,
	1999(1)(2)			2000(3)			2001(4)			2002			2003(5)			2003(5)			2003(5)			2004(6)			2004(6)
										(Dollars in thousands, except per share and operating data)
Earnings (Loss) Per Common Share (10):
Basic:
Income (loss) before cumulative effect of change in accounting principle	$	0.19		$	1.25		$	(0.74	)	$	(1.00	)	$	0.23		$	0.02		$	0.55		$	0.23		$	1.65
Cumulative effect of change in accounting principle		—			—			—			—			(0.28	)		(0.20	)		(0.28	)		—			—
Net income (loss)	$	0.19		$	1.25		$	(0.74	)	$	(1.00	)	$	(0.05	)	$	(0.18	)	$	0.27		$	0.23		$	1.65
Diluted:
Income (loss) before cumulative effect of change in accounting principle	$	0.19		$	1.24		$	(0.74	)	$	(1.00	)	$	0.23		$	0.02		$	0.55		$	0.23		$	1.64
Cumulative effect of change in accounting principle		—			—			—			—			(0.28	)		(0.20	)		(0.28	)		—			—
Net income (loss)	$	0.19		$	1.24		$	(0.74	)	$	(1.00	)	$	(0.05	)	$	(0.18	)	$	0.27		$	0.23		$	1.64
Weighted Average Common Shares Outstanding (in thousands):
Basic		20,202			20,308			20,473			20,555			21,073			30,073			21,070			27,542			30,958
Diluted		20,357			20,478			20,473			20,555			21,099			30,099			21,074			27,659			31,075
Dividends Per Common Share	$	0.20		$	0.20		$	0.20		$	0.15		$	0.00		$	0.00		$	0.00		$	0.00		$	0.00
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	85,187		$	32,962		$	13,388		$	45,092		$	28,204					$	50,603		$	76,474
Working capital (deficit)		124,391			76,701			62,312			94,618			78,534						90,045			(66,536	)
Intangible assets – net		—			—			146,002			119,744			99,136						103,720			89,891
Total assets		310,802			333,770			776,706			765,167			810,326						835,734			1,274,398
Long-term debt		—			—			321,446			321,852			336,310					$	362,191		$	343,244
Total debt		—			—			329,261			329,667			344,125						370,006			526,059
Total shareholders’ equity		179,728			202,639			217,185			192,132			187,697						191,036			386,157
Other Data:
Capital expenditures	$	22,983		$	17,631		$	14,456		$	18,427		$	18,858					$	12,389		$	26,314
Net cash (used in) provided by operating activities		(44,190	)		58,103			38,623			54,486			87,379						78,042			71,864
Net cash (used in) provided by investing activities		222,886			(106,158	)		(382,245	)		(18,196	)		(78,695	)					(72,226	)		(211,183	)
Net cash (used in) provided by financing activities		(93,521	)		(4,170	)		324,048			(4,586	)		(25,572	)					(305	)		187,589
Operating Data:
Shipments (millions of pounds):
Primary		486			582			918			1,049			1,127			1,127			840			885			885
Tolling		—			—			—			—			—			199			—			87			153
Average Century Aluminum realized price ($/lb):
Primary	$	0.65		$	0.74		$	0.71		$	0.68		$	0.69		$	0.69		$	0.69		$	0.81		$	0.81
Tolling		—			—			—			—			—		$	0.51			—		$	0.61		$	0.60
Average LME price ($/lb)	$	0.62		$	0.70		$	0.66		$	0.61		$	0.65		$	0.65		$	0.64		$	0.76		$	0.76

46

(1)	On September 21, 1999, we sold our rolling and fabrication businesses to Pechiney for $234.3 million and recorded pre-tax gains of $41.1 million in 1999 and $5.2 million in 2000. Accordingly, the results of operations following that date do not include results from the rolling and fabrication businesses. Similarly, balance sheet data as of and following December 31, 1999 does not include the assets and liabilities related to the rolling and fabrication businesses.
(2)	In April 2002, the Financial Accounting Standards Board, or FASB, issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” The provisions of the statement require that any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet certain criteria shall be reclassified. In 1999, we had previously recorded an extraordinary loss of $1,362 for the write-off of deferred bank fees, net of income tax benefit of $766. This item was reclassified to other income (expense) for the year.
(3)	On April 1, 2000, we purchased an additional 23% interest in the Mt. Holly facility from Xstrata Aluminum Corporation, an affiliate of Glencore, increasing our ownership interest to 49.7%. Accordingly, the results of operations following that date reflect the increased production which resulted from that purchase. Similarly, balance sheet data as of and following December 31, 2000 includes the assets and liabilities related to the additional 23% interest in the Mt. Holly facility.
(4)	Effective April 1, 2001, we purchased the Hawesville facility from Southwire. Simultaneously, we sold a 20% interest in the Hawesville facility to Glencore. Accordingly, the results of operations following that date reflect the increased production which resulted from our 80% interest. Similarly, balance sheet data as of and following December 31, 2001 includes assets and liabilities related to our 80% interest in the Hawesville facility.
(5)	On April 1, 2003, we acquired the remaining 20% interest in the Hawesville facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our additional 20% interest in the Hawesville facility. Similarly, balance sheet data as of December 31, 2003 includes assets and liabilities related to our additional 20% interest in the Hawesville facility.
(6)	On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural, an Icelandic company that owns and operates the Nordural facility. Accordingly, the results of operations following that date reflect the increased production which resulted from our ownership of Nordural. Similarly, balance sheet data as of September 30, 2004 includes assets and liabilities related to our ownership of Nordural.
(7)	Cost of goods sold includes net lower of cost or market inventory adjustment charges of $1,389, $1631 and $5,166 for the years 1999, 2000 and 2001, respectively, and credits of $247 and $7,522 for the years 2002 and 2003, respectively.
(8)	On January 1, 2001, we adopted Statement of Financial Accounting Standards, or SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and related amendments. As a result, to the extent that our derivatives are designated as effective cash flow hedges, unrealized gains (losses) are reported as accumulated other comprehensive income, rather than reported in the statement of operations as was done in 2000 and 1999. Beginning in 2001, realized gains (losses) resulting from effective cash flow hedges are reported as adjustments to net sales and cost of goods sold.
(9)	With the adoption of SFAS No. 143, “Accounting for Asset Retirement Obligations” on January 1, 2003, we recorded an asset retirement obligation of $6,848, net of accumulated amortization of $7,372 and a deferred tax asset of $3,430 and an asset retirement obligation liability of $14,220. The net amount initially recognized as a result of applying this statement is reported as a cumulative effect of a change in accounting principle. We recorded a one-time, non-cash charge of $5,878, for the cumulative effect of a change in accounting principle. See Note 14 to our audited consolidated financial statements included elsewhere in this prospectus.
(10)	Pro forma share data does not give effect to the conversion of our convertible preferred stock to common stock, which Glencore converted on May 19, 2004. As further adjusted for such conversion, pro forma earnings per share for 2003 would be $(0.17) on a basic and diluted basis. Pro forma earnings per share for the nine months ended September 30, 2004 would be $1.61 and $1.60 on a basic and diluted basis, respectively, giving pro forma effect to the conversion for the period from January 1, 2004 until May 19, 2004, the date the convertible preferred stock was converted.

47

SUPPLEMENTARY FINANCIAL INFORMATION

     Financial results by quarter for the years ended December 31, 2002 and 2003 are set forth in Note 18 of the notes to our audited consolidated financial statements appearing elsewhere in this prospectus. Financial results by quarter for the first three quarters of 2004 are presented in the table below. The following information includes the results from the Company’s interest in Nordural since it was acquired in April 2004.

Quarterly Information (Unaudited)

	Net		Gross					Net Income (Loss)
	Sales		Profit		Net Income			Per Share (Basic)
	(dollars in thousands, except per share amounts)
2004:
1st Quarter (1)	$	232,094	$	37,049	$	4,800		$	0.20
2nd Quarter		263,733		45,191		18,288			0.61
3rd Quarter(2)		274,317		43,369		(16,049	)		(0.51	)

(1) The first quarter 2004 gross profit includes credits of $2,273 for net lower of cost or market inventory adjustments in the quarter.

(2) The third quarter 2004 net income includes a pre-tax charge of $47,448 for early extinguishment of debt in the quarter.

48

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion reflects our historical results of operations, which do not include results from: (1) our 80% interest in the Hawesville facility until we acquired it in April 2001, (2) the remaining 20% interest in the Hawesville facility until we acquired it in April 2003, and (3) our ownership of Nordural until we acquired it in late April 2004. Accordingly, the results for fiscal years 2001 and 2002 are not fully comparable to the results of operations for fiscal year 2003 and the results for the first nine months of 2003 are not fully comparable to the results of operations for the first nine months of 2004. Historical results are not indicative of our current business. You should read the following discussion in conjunction with our audited consolidated financial statements and unaudited consolidated financial statements included elsewhere in this prospectus.

Overview

     We produce primary aluminum. The aluminum industry is cyclical and the price of primary aluminum (which trades as a commodity) is determined by global supply and demand. The key determinants of our results of operations and cash flow from operations are as follows:

•   Our selling price is based on the LME price of primary aluminum, increased for most U.S. sales by a U.S. Midwest delivery premium, and fixed price sales contracts.

•   Our plants operate near capacity, and fluctuations in volume, other than through acquisitions, generally are small.

•   The principal components of cost of goods sold are alumina, power, and labor, which were in excess of 70% of the 2003 cost of goods sold. Many of these costs are covered by long-term contracts as described below.

     Average realized price and cost of goods sold per pound shipped are key performance indicators. Our revenue can vary significantly from period to period due to fluctuations in the LME price of aluminum. Any adverse changes in the conditions that affect the market price of primary aluminum could have a material adverse effect on our results of operations and cash flows. Our revenue is also impacted by our hedging activities. Our working capital is relatively stable. Fluctuations in working capital are influenced by the LME price of primary aluminum and by the timing of cash receipts and disbursements from major customers and suppliers.

     Cost of goods sold, excluding alumina, is expected to remain relatively stable because our plants operate near capacity and our major cost drivers are covered by long-term contracts. We expect fluctuations in the cost of alumina because the pricing under the supply contracts for our Ravenswood and Mt. Holly facilities is variable, based on LME prices, and the price under the supply contract for our Hawesville facility is based on the cost of production. Our U.S. power contracts provide for primarily fixed priced power through 2005, subject to adjustments for fuel costs at our Mt. Holly facility. Our power usage is expected to be consistent with prior periods. Our labor costs should be consistent with modest increases for negotiated salary and benefit increases.

     Through our ownership of the Ravenswood, Hawesville and Nordural facilities, and our ownership interest in the Mt. Holly facility, we have an annual production capacity of approximately 1.4 billion pounds of primary aluminum.

Recent Developments

     Nordural’s New Term Loan Facility

     On February 10, 2005, Nordural executed agreements and documents related to a new $365.0 million senior term loan facility arranged by Landsbanki Islands hf. and Kaupthing Bank hf. The new term loan facility is expected to be funded on or about February 15, 2005, subject to satisfaction of customary closing conditions. Amounts borrowed under the new term loan facility will be used to refinance debt under Nordural’s existing term loan facility, to finance a portion of the costs associated with the ongoing expansion of the Nordural facility and for Nordural’s general corporate purposes. See “Description of Certain Indebtedness – Nordural Debt – New Term Loan Facility.”

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     The Gramercy Acquisition

     On October 1, 2004, we and Noranda Finance Inc., through 50/50 joint venture companies, acquired an alumina refinery in Gramercy, Louisiana and related bauxite mining assets in Jamaica from Kaiser Aluminum & Chemical Company. Throughout this prospectus, we refer to the alumina refinery and bauxite mining assets we acquired as the “Gramercy assets.” The purchase price for the Gramercy assets was approximately $23 million, subject to working capital adjustments. We and Noranda each paid one-half, or $11.5 million of the unadjusted purchase price. Kaiser sold the Gramercy assets as part of its reorganization to emerge from Chapter 11 bankruptcy. Gramercy has an annual production capacity of 1.2 million metric tons of alumina, approximately 80% of which is supplied to our Hawesville facility and to a primary aluminum production facility separately owned by Noranda. The Hawesville facility purchases all of its alumina requirements from Gramercy. References in this prospectus to the “Gramercy acquisition” refer to all of the transactions related to our joint acquisition of the Gramercy assets with Noranda.

     In October 2004, certain bauxite loading equipment used by the bauxite mining partnership at its St. Ann, Jamaica port facility failed, resulting in a temporary interruption of bauxite shipments from the facility. The St. Ann port facility, which is used to ship bauxite to the Gramercy alumina facility and to other customers, operated at a reduced shipping level until full operations resumed in December 2004.

     The 2004 Refinancing

     On August 26, 2004, we announced our repurchase of approximately $315.1 million in aggregate principal amount of our 11.75% senior secured first mortgage notes due 2008 that were validly tendered pursuant to a tender offer and consent solicitation commenced on July 29, 2004. Under the terms of the tender offer, we paid $1,096.86 for each $1,000 principal amount of first mortgage notes purchased in the tender offer, plus accrued and unpaid interest. Holders who tendered their notes prior to 5:00 p.m., New York City time, on August 6, 2004, received an additional payment of $20.00 per $1,000 of principal amount of first mortgage notes tendered.

     The primary purpose of the tender offer and consent solicitation was to refinance $325.0 million of our outstanding first mortgage notes with debt bearing a lower interest rate, thereby reducing our annual interest expense. Approximately $9.9 million in aggregate principal amount of first mortgage notes remain outstanding following the tender offer and are scheduled to mature on April 15, 2008. In connection with the tender offer and consent solicitation, we received consents needed to amend the indenture governing the remaining first mortgage notes to eliminate substantially all restrictive covenants and certain default provisions.

     We financed the tender offer and consent solicitation with a portion of the net proceeds from (i) the private placement of $175.0 million aggregate principal amount of our 1.75% convertible senior notes due August 1, 2024, and (ii) the private placement of $250.0 million aggregate principal amount of our 7.5% senior notes due August 15, 2014. We used the remaining proceeds from the sale of our convertible notes and senior notes for general corporate purposes. The completion of the tender offer and consent solicitation and the related sale of our convertible notes and senior notes are collectively referred to in this prospectus as the “2004 refinancing.”

     The Nordural Acquisition and Expansion

     On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural hf. (now known as Nordural ehf.) from Columbia Ventures Corporation. Nordural is an Icelandic company that owns and operates the Nordural facility, a primary aluminum reduction facility located in Grundartangi, Iceland. Built in 1998, the Nordural facility is our most recently constructed and lowest cost facility. It currently has an annual production capacity of approximately 198 million pounds.

     Since the acquisition, we have commenced work on an expansion of the Nordural facility to increase its annual production capacity to approximately 467 million pounds, or more than double its current annual production capacity. As currently planned, the expansion will add up to 269 million pounds to the Nordural facility’s annual production capacity. The expansion is projected to be completed by late 2006 and is expected to cost approximately $454 million. Our new energy agreements would include power for approximately 18 million pounds of additional capacity, upon satisfaction of certain conditions, including

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the completion of a power transmission agreement. With the additional 18 million pounds of capacity, the total annual production capacity of the Nordural facility would increase to 485 million pounds by late 2006. A decision on the additional 18 million pounds of capacity is expected in early 2005. Following completion of the expansion, Nordural will have all the infrastructure and support facilities necessary for further expansion to 573 million pounds of annual production capacity. This expansion would be made at relatively low capital cost. We are in discussions for the supply of electric power to support this further expansion.

Key Long-Term Primary Aluminum Sales Contracts

     We routinely enter into fixed and market priced contracts for the sale of primary aluminum. A summary of our long-term primary aluminum sales contracts is provided below. See “Business — Sales and Distribution” included elsewhere in this prospectus for further discussion of these contracts.

Contract	Customer	Volume	Term	Pricing
Pechiney Metal Agreement	Pechiney	276 to 324 million pounds per year	Through December 31, 2005(1)	Variable, based on U.S. Midwest market
Original Sales Contract	Glencore	110 million pounds per year	Through December 31, 2004	Fixed price
New Sales Contract	Glencore	110 million pounds per year	January 2005 through December 31, 2009	Variable, LME-based
Glencore Metal Agreement	Glencore	45 million pounds per year	January 2004 through December 31, 2013	Variable, based on U.S. Midwest market
Southwire Metal Agreement	Southwire	240 million pounds per year (high purity molten aluminum)	Through March 31, 2011	Variable, based on U.S. Midwest market
		60 million pounds per year(standard-grade molten aluminum)	Through December 31, 2008	Variable, based on U.S. Midwest market
Billiton Tolling Agreement(2)	BHP Billiton	198 million pounds (2003)	Through December 31, 2013	Variable, LME-based
Glencore Tolling Agreement	Glencore	198 million pounds	Through July 2016(3)	Variable, LME-based

(1)	The Pechiney Metal Agreement may be extended at our option through 2007 if we are able to extend our Ravenswood power contract through that date.
(2)	Substantially all of Nordural’s sales consist of tolling revenues earned under a long-term Alumina Supply, Toll Conversion and Aluminum Metal Supply Agreement with a subsidiary of BHP Billiton Ltd., which we refer to as the Billiton Tolling Agreement. Under the Billiton Tolling Agreement, which is for virtually all of Nordural’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. We acquired Nordural in April 2004.
(3)	On August 1, 2004, we entered into a ten-year LME-based alumina tolling agreement with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The term of the agreement will begin upon completion of the expansion, which is expected to be in late-2006.

     Apart from the Pechiney Metal Agreement, Original Sales Contract, New Sales Contract, the Glencore Metal Agreement, and Southwire Metal Agreement, we had forward delivery contracts to sell 351.8 million pounds and 329.0 million pounds of primary aluminum at December 31, 2003 and December 31, 2002, respectively. Of these forward delivery contracts, we had fixed price commitments to sell 70.5 million pounds and 42.9 million pounds of primary aluminum at December 31, 2003 and December 31, 2002, respectively, of which 53.5 million pounds and 0.3 million pounds at December 31, 2003 and December 31, 2002, respectively, were with Glencore. At September 30, 2004, we had forward delivery contracts to sell 194.3 million pounds of primary aluminum. Of these forward

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delivery contracts, we had fixed price commitments to sell 12.8 million pounds at September 30, 2004, 5.6 million pounds of which were with Glencore.

Key Long-Term Supply Agreements

     Alumina Supply Agreements

     We are party to long-term supply agreements with Glencore that supply a fixed quantity of alumina to our Ravenswood and Mt. Holly facilities at prices indexed to the price of primary aluminum quoted on the LME. In addition, as part of the Gramercy acquisition, we entered into a long-term supply agreement on November 2, 2004 with Gramercy Alumina LLC that supplies a fixed quantity of alumina to our Hawesville facility at prices based on the alumina production costs at the Gramercy refinery. A summary of these agreements is provided below. Alumina is supplied to our Nordural facility as part of our tolling arrangement with BHP Billiton, and in 2006, with Glencore, and not under stand-alone supply agreements. See “- Key Long-Term Primary Aluminum Sales Contracts.” See “Business — Facilities and Production” included elsewhere in this prospectus for additional discussion of our alumina and tolling agreements.

Facility	Supplier	Term	Pricing
Ravenswood	Glencore	Through December 31, 2006	Variable, LME-based
Mt. Holly	Glencore	Through December 31,	Variable, LME-based
		2006 (54% of requirement)
Mt. Holly	Glencore	Through January 31, 2008	Variable, LME-based
		(46% of requirement)
Hawesville	Gramercy	Through December 31, 2010	Variable, cost-based
	Alumina(1)

(1) The alumina supply agreement with Gramercy Alumina LLC, which was entered into on November 2, 2004, replaced the alumina supply agreement that was previously in place with Kaiser Aluminum & Chemical Corporation.

     Electrical Power Supply Agreements

     We use significant amounts of electricity in the aluminum production process. A summary of these power supply agreements is provided below.

Facility	Supplier	Term	Pricing
Ravenswood	Ohio Power Company	Through December 31, 2005	Fixed price
Mt. Holly	Santee Cooper	Through December 31, 2015	Fixed price, with fuel cost
			adjustment clause through 2010;
			subject to a new fixed price
			schedule after 2010
Hawesville	Kenergy	Through December 31, 2010	Fixed price through 2005, 27% (or
			121 MW) unpriced 2006 though 2010
Nordural(1)	Landsvirkjun	Through 2019	Variable rate based on the LME price
			for primary aluminum.

(1) In connection with the expansion of the Nordural facility, we entered into a contract with Hitaveita Suðurnesja hf. (Sudurnes Energy) and Orkuveita Reykjavíkur (Reykjaviík Energy) for the supply of the additional power required for 198 million pounds of the expansion capacity at the Nordural facility. We recently reached an agreement with Sudurnes Energy hf and Reykjavik Energy on the long-term supply of electric power for an additional 71 million pounds in expansion capacity. We may purchase additional electrical power under that

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contract to support the further expansion of the facility. The rate for the power supplied under both contracts will also be LME-based.

Labor Agreements

     Our labor costs at the Ravenswood and Hawesville facilities are subject to the terms of labor contracts which generally have provisions for annual fixed increases in hourly wages and benefits adjustments. The six national labor unions represented at the Nordural facility operate under a labor contract that establishes wages and work rules for covered employees. The employees at the Mt. Holly facility are employed by Alcoa and are not unionized. A summary of key labor agreements is provided below. See “Business — Employees and Labor Relations” included elsewhere in this prospectus for additional discussion about our work force.

Facility	Organization	Term
Ravenswood	USWA	Through May 31, 2006
Hawesville	USWA	Through March 31, 2006
Mt. Holly	Not Unionized	Not Applicable
Nordural	Icelandic Labor Unions	Through December 31, 2004(1)

(1) The current labor contract at the Nordural facility expired on December 31, 2004. A new contract is expected to be settled early in 2005.

Application of Critical Accounting Policies

     Our significant accounting policies are discussed in Note 1 of our audited consolidated financial statements. The preparation of the financial statements requires that our management make subjective estimates, assumptions and judgments in applying these accounting policies. Those judgments are normally based on knowledge and experience about past and current events and on assumptions about future events. Critical accounting estimates require our management to make assumptions about matters that are highly uncertain at the time of the estimate and a change in these estimates may have a material impact on the presentation of our financial position or results of operations. Significant judgments and estimates made by us include expenses and liabilities related to pensions and other post-employment benefits and forward delivery contracts and financial instruments.

     Pension and Other Post-Employment Benefit Liabilities

     We sponsor various pension plans and also participate in a union sponsored multi-employer pension plan for the collective bargaining unit employees at the Hawesville facility. The liabilities and annual income or expense of our pension and other post-employment benefit plans are determined using methodologies that involve several actuarial assumptions, the most significant of which are the discount rate and the long-term rate of asset return.

     In developing our expected long-term rate of return assumption for pension fund assets, we evaluated input from our actuaries, including their review of asset class return expectations as well as long-term inflation assumptions. Projected returns are based on historical returns of broad equity and bond indices. We also considered our historical 10-year compound returns. We anticipate that, as the economy recovers, our investments will generate long-term rates of return of 9.0%. Our expected long-term rate of return is based on an assumed asset allocation of 65% equity funds and 35% fixed-income funds.

     The discount rate that we utilize for determining future pension and post employment obligations is based on a review of long-term bonds that receive one of the two highest ratings given by a recognized rating agency. The discount rate determined on this basis has decreased to 6.25% at December 31, 2003 from 6.5% and 7.25% at December 31, 2002 and 2001, respectively.

     Lowering the expected long-term rate of return by 0.5% (from 9.0% to 8.5%) would have increased our pension expense for the year ended December 31, 2003 by approximately $0.2 million. Lowering the discount rate assumptions by 0.5% would have increased our pension expense for the year ended December 31, 2003 by approximately $0.4 million.

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     We provide post-employment benefit plans that provide health care and life insurance benefits for substantially all retired employees. SFAS No. 106 requires us to accrue the estimated cost of providing postretirement benefits during the working careers of those employees who could become eligible for such benefits when they retire. We fund these benefits as the retirees submit claims.

     Measurement of our postretirement benefit obligations requires the use of several assumptions about factors that will affect the amount and timing of future benefit payments. The assumed health care cost trend rates are the most critical assumptions for measurement of the postretirement benefits obligation. Changes in the health care cost trend rates have a significant effect on the amounts reported for the health care benefit obligations.

     We assume medical inflation is initially 10%, declining to 5% over six years and thereafter. A one-percentage-point change in the assumed health care cost trend rates would have the following effects in 2003:

	One		One
	Percentage		Percentage
	Point Increase		Point Decrease
	(In thousands)
Effect on total of service and interest cost components	$	2,051	$	(1,706	)
Effect on accumulated postretirement benefit obligation	$	18,126	$	(15,707	)

     Forward Delivery Contracts and Financial Instruments

     We routinely enter into fixed and market priced contracts (physical and financial) for the sale of primary aluminum and the purchase of raw materials in future periods. We apply the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities, as amended,” in accounting for these types of contracts. Those physical delivery contracts that our management believes are probable of future delivery are classified as normal purchases and normal sales and are not accounted for as derivatives.

     The aluminum-based financial and physical delivery contracts that are derivatives, as provided for in current accounting standards, are marked-to-market using the LME spot and forward market for primary aluminum. Because there is no quoted futures market price for the U.S. Midwest premium component of the market price for primary aluminum, it is necessary for our management to estimate the U.S. Midwest premium. Fluctuations in the LME price of primary aluminum have a significant impact on gains and losses included in our financial statements from period to period. Unrealized gains and losses are either included in Other comprehensive income (loss) or Net gain (loss) on forward contracts, depending on criteria as provided for in the accounting standards.

     The forward natural gas purchase contracts are marked-to-market using the NYMEX spot and forward market for natural gas. Fluctuations in the NYMEX price of natural gas can have a significant impact on gains and losses included in our financial statements from period to period. We have designated these forward contracts as cash flow hedges for forecasted natural gas transactions in accordance with the provisions of SFAS No. 133 (as amended). We assess the effectiveness of these cash flow hedges quarterly. The effective portion of the gains and losses are recorded in Other comprehensive income (loss) and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately.

     The principal contracts affected by these standards and the resulting effects on the financial statements are described in our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus.

     Nordural does not currently have any material financial instruments to hedge commodity, currency or interest rate risk. Nordural may hedge a certain amount of such risk in the future, including through the purchase of aluminum put options and interest rate swaps that would have the effect of fixing a portion of its floating rate debt.

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Results of Operations

     The following table sets forth, for the periods indicated, the percentage relationship to net sales of certain items included in our Statements of Operations. The following table includes the results from our 80% interest in the Hawesville facility since its acquisition on April 1, 2001, results from our additional 20% interest in the Hawesville facility since its acquisition in April 2003, and results from our ownership of Nordural since its acquisition on April 27, 2004.

	Year Ended									Nine Months
	December 31,									Ended September 30,
	2001			2002			2003			2003			2004
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		(96.8	)		(97.2	)		(93.9	)		(95.6	)		(83.7	)
Gross profit		3.2			2.8			6.1			4.4			16.3
Selling, general and administrative expenses		(2.9	)		(2.2	)		(2.6	)		(2.1	)		(2.2	)
Operating income		0.3			0.6			3.5			2.3			14.1
Interest expense		(4.8	)		(5.7	)		(5.6	)		(5.7	)		(4.3	)
Interest income		0.1			0.1			0.1			0.0			0.1
Other income (expense)		0.4			(0.3	)		(0.1	)		(0.1	)		—
Loss on early extinguishment of debt		—			—			—			—			(6.2	)
Net gain (loss) on forward contracts		—			—			3.3			6.7			(2.2	)
Income (loss) before income taxes, minority interest and cumulative effect of change in accounting principle		(4.0	)		(5.3	)		1.2			3.2			1.5
Income tax benefit (expense)		1.3			2.0			(0.4	)		(1.1	)		(0.6	)
Income (loss) before minority interest and cumulative effect of accounting change		(2.7	)		(3.3	)		0.8			2.1			0.9
Minority interest		0.6			0.7			0.1			0.2			—
Income (loss) before cumulative effect of change in accounting principle		(2.1	)		(2.6	)		0.9			2.3			0.9
Cumulative effect of change in accounting principle		—			—			(0.8	)		(1.0	)		—
Net income (loss)		(2.1	)%		(2.6	)%		0.1	%		1.3	%		0.9	%

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     The following table sets forth, for the periods indicated, the pounds and the average sales price per pound shipped:

	Primary Aluminum
	Direct Shipments				Tolling Shipments(1)
	Pounds		$/Pound		Pounds		$/Pound
			(Pounds in thousands)
2001
First Quarter		149,274	$	0.74		—		—
Second Quarter(2)		255,145		0.74		—		—
Third Quarter		259,408		0.71		—		—
Fourth Quarter		254,616		0.68		—		—
Total		918,443	$	0.71		—		—
2002
First Quarter		263,019	$	0.68		—		—
Second Quarter		262,470		0.69		—		—
Third Quarter		262,262		0.67		—		—
Fourth Quarter		261,544		0.67		—		—
Total		1,049,295	$	0.68		—		—
2003
First Quarter		257,040	$	0.70		—		—
Second Quarter(3)		290,023		0.68		—		—
Third Quarter		292,567		0.69		—		—
Fourth Quarter		286,912		0.72		—		—
Total		1,126,542	$	0.69		—		—
2004
First Quarter		296,743	$	0.78		—		—
Second Quarter		294,816		0.82		35,600	$	0.60
Third Quarter		292,978		0.83		51,218	$	0.61
Total (through September 30, 2004)		884,537	$	_0.81__		86,818	$	0.61

(1)	The table includes the results from our ownership of Nordural since its acquisition in April 2004.
(2)	The table includes the results from our 80% interest in the Hawesville facility since its acquisition in April 2001.
(3)	The table includes the results from our additional 20% interest in the Hawesville facility since its acquisition in April 2003.

     Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003

     Net sales. Net sales for the nine months ended September 30, 2004 increased $193.5 million or 34% to $770.1 million. Higher price realizations for primary aluminum in the current period, due to an improved LME price and Midwest premium for primary aluminum, contributed an additional $110.1 million in sales. Shipment volume increased 131.7 million pounds, primarily associated with the Nordural facility acquisition beginning in late April 2004 and the additional 20% interest in the Hawesville facility beginning in April 2003, accounting for the remaining $83.4 million of the increase.

     Gross profit. For the nine month period ended September 30, 2004, gross profit improved $100.1 million to $125.6 million. Improved price realizations net of increased alumina costs improved gross profit by $83.9 million with increased shipment volume, primarily a result of the Nordural facility acquisition in April 2004 and the additional 20% interest in the Hawesville facility beginning in April 2003, contributing $23.7 million in additional gross profit. Lower net depreciation and amortization charges of $1.4 million, primarily related to the intangible asset (see Note 5 to our unaudited consolidated financial statements included elsewhere in this prospectus), and increased credits to cost of goods sold for lower-of-cost or market of $0.7 million, were offset by increased power

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costs, $4.4 million, raw material quality, $2.5 million and costs associated with the replacement of pot cells and its effect on operational performance, $2.7 million.

     Selling, general and administrative expenses. Selling, general and administrative expenses for the nine months ended September 30, 2004 increased $4.8 million from the same period in 2003. The increase was primarily a result of incentive compensation expense accruals and increased fees associated with our indirect refinancing and acquisition activities and Sarbanes Oxley Section 404 compliance work during the current period.

     Net gain/loss on forward contracts. For the nine month period ended September 30, 2004, net loss on forward contracts was $17.1 million as compared to a net gain on forward contracts of $38.4 million for the same period in 2003. The loss and gain reported for the nine month periods ended September 30, 2004 and September 30, 2003, respectively, primarily relate to the early termination of a fixed price forward sales contract with Glencore. See “Business – Sales and Distribution – Mt. Holly.”

     Loss on early extinguishment of debt. For the nine month period ended September 30, 2004, we recorded a loss on early extinguishment of debt of $47.4 million for the one-time cost of tendering for the $325.0 million in first mortgage notes.

     Tax provision. Income tax expense for the nine month period ended September 30, 2004 decreased $2.2 million due to the changes in income before income taxes discussed above.

     Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

     The following discussion reflects our historical results of operations, which do not include results for our additional 20% interest in the Hawesville facility until it was acquired from Glencore in April 2003.

     Net Sales. Net sales for the year ended December 31, 2003 increased $71.1 million or 10.0% to $782.5 million. Increased shipment volume of 77.2 million pounds in 2003, primarily associated with the additional 20% interest in the Hawesville facility beginning in April 2003, accounted for $52.4 million of the increase. Higher price realizations for primary aluminum in 2003 were due to an improved LME price for primary aluminum contributed an additional $18.8 million in sales.

     Gross Profit. Gross profit for the year ended December 31, 2003 increased $28.0 million or 139.5% to $48.0 million from $20.1 million for the same period in 2002. Increased shipments, primarily from the additional 20% interest in the Hawesville facility beginning in April 2003, improved gross profit by $5.7 million. The remaining $22.3 million improvement in gross profit was a result of lower depreciation and amortization charges, $5.4 million, primarily due to lower amortization charges related to the intangible asset (see Note 1 to our audited consolidated financial statements included elsewhere in this prospectus), reduced charges to cost of goods sold for lower-of-cost or market inventory adjustments, $7.3 million, and improved price realizations net of increased alumina costs, $10.2 million, other net benefits of $1.0 million, partially offset a charge for the excess cost of spot alumina purchases of $1.6 million due to a production curtailment at a supplier’s production facility.

     Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2003 increased $5.1 million to $20.8 million. The increase was primarily a result of a $3.1 million charge related to an executive resignation in 2003. The remaining increase of $2.0 million was a result of increased incentive compensation associated with improved 2003 financial and operational results.

     Interest Expense. Interest expense during the year ended December 31, 2003 increased $3.0 million or 7.4% to $43.8 million. The change in interest expense was primarily a result of related party interest expense of $2.6 million associated with the promissory note payable to Glencore.

     Other Income/Expense. Other expense for the year ended December 31, 2003 declined by $1.2 million primarily due to a write-off in 2002 of $1.7 million in deferred costs associated with a prospective acquisition.

     Net Gain on Forward Contracts. Net gain on forward contracts for the year ended December 31, 2003 was $25.7 million with no gain or loss reported for the same period in 2002. The gain recorded in 2003 primarily relates to the early termination of a fixed price forward sales contract with Glencore. See “Business — Sales and Distribution — Mt. Holly” included elsewhere in this prospectus.

     Tax Provision/Benefit. Income tax provision increased $17.0 million to $2.8 million from an income tax benefit in 2002. The change in income taxes was a result of a pre-tax gain in 2003 compared to a pre-tax loss in 2002. The

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2002 tax benefit was affected by a $1.5 million reduction in estimated income taxes payable relating to the reversal of prior period accruals.

     Minority Interest. Minority interest reflects Glencore’s interest in the net operating results of Century Aluminum of Kentucky, LLC, the limited liability company which holds the power contract for the Hawesville facility. The minority interest primarily represented the amortization of the power contract. Minority interest for the year ended December 31, 2003 decreased $4.3 million to $1.0 million. The decrease was a result of eliminating the minority interest in April 2003 through our acquisition of Glencore’s 20% interest in the Hawesville facility.

     Cumulative Effect of Change in Accounting Principle. We adopted SFAS No. 143, “Accounting for Asset Retirement Obligations” on January 1, 2003. The cumulative effect of adopting this standard was a one-time, non-cash charge of $5.9 million, net of tax of $3.4 million.

     Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

     The following discussion reflects our historical results of operations, which do not include results for our 80% interest in the Hawesville facility until it was acquired in April 2001.

     Net Sales. Net sales for the year ended December 31, 2002 increased $56.4 million or 8.6% to $711.3 million. Increased shipment volume accounted for $93.3 million of the increase, primarily as a result of a full year of production at the Hawesville facility in 2002 versus a partial year in 2001. Lower price realizations for primary aluminum in 2002 partially offset the volume increase by $36.9 million.

     Gross Profit. Gross profit for the year ended December 31, 2002 decreased $0.6 million or 3.1% to $20.1 million from $20.7 million for the same period in 2001. Gross profit remained relatively flat period to period despite an increase in shipments of 130.9 million pounds in 2002, because the additional gross profit from increased shipment volumes in 2002 was offset by (a) declining market prices for primary aluminum which reduced net sales $36.9 million and (b) increased depreciation and amortization charges of $12.2 million, primarily a result of a full year of charges from the Hawesville facility versus nine months in 2001. Gross profit was improved by (a) a reduction of $23.0 million in the cost of alumina purchased under new market based agreements in 2002, (b) reduced charges to cost of goods sold for lower-of-cost or market inventory adjustments, and (c) lower operating costs.

     Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended December 31, 2002 decreased to $15.8 million from $18.6 million for the year ended December 31, 2001. The decrease was a result of a charge for bad debts of $4.4 million during the year end December 31, 2001, which was partially offset by additional expenses associated with a full year of charges from the Hawesville facility versus nine months in 2001 and increases in insurance and other expenses.

     Interest Expense. Interest expense during the year ended December 31, 2002 increased $9.2 million or 29.3%. The change in interest expense was due to the length of the time the 11.75% senior secured first mortgage notes due 2008 were outstanding. The notes were outstanding for all of 2002 versus nine months in 2001.

     Other Income/Expense. Other expense for the year ended December 31, 2002 was $1.8 million. This compares to Other Income of $2.6 million for the same period in 2001. The Other expense in 2002 was a result of a write-off of $1.7 million in deferred costs associated with a prospective acquisition. Other income of $2.6 million in 2001 resulted principally from the receipt of $3.4 million in settlement of our business interruption and property damage claim with our insurance carrier associated with an illegal work stoppage at the Ravenswood facility in August 1999. This settlement was partially offset by a loss on disposal of assets of $0.9 million during the year ended December 31, 2001.

     Tax Provision/Benefit. Income tax benefit for the year ended December 31, 2002 increased $5.6 million to $14.1 million compared to 2001. The change in income tax benefit was a result of a larger pre-tax loss in 2002 compared to 2001. The change in the 2002 effective tax rate from 2001 was affected by a $1.5 million reduction in 2002 of estimated income taxes payable relating to the reversal of prior period accruals.

     Minority Interest. Minority interest reflects Glencore’s interest in the net operating results of Century Aluminum of Kentucky, LLC, the limited liability company which holds the power contract for the Hawesville facility. The minority interest primarily represented Glencore’s share of the amortization of the power contract. Minority interest for the year ended December 31, 2002 increased $1.4 million to $5.3 million from $3.9 million for

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the year ended December 31, 2001. The increase was a result of including a full year of amortization of the intangible asset in 2002 versus nine months in 2001.

Liquidity and Capital Resources

     Our principal sources of liquidity are cash flow from operations and available borrowings under our revolving credit facility and Nordural’s planned new term loan facility. Our principal uses of cash are operating costs, payments of interest on our outstanding debt, the funding of capital expenditures and investments in related businesses, working capital and other general corporate requirements.

     Debt Service

     As of September 30, 2004, we had $526.0 million of indebtedness outstanding, including $9.9 million of principal under our first mortgage notes, net of unamortized issuance discount, $175.0 million of principal under our convertible notes, $250.0 million of principal under our senior notes, $7.8 million in industrial revenue bonds which were assumed in connection with the Hawesville acquisition, and $71.4 million of debt outstanding under Nordural’s existing term loan facility.

     First Mortgage Notes. Interest payments on our first mortgage notes are payable semiannually in arrears beginning on October 15, 2001. Payment obligations under the notes are unconditionally guaranteed by our domestic restricted subsidiaries and secured by mortgages and security interests in 80% of the real property, plant and equipment comprising the Hawesville facility and 100% of the real property, plant and equipment comprising the Ravenswood facility. The first mortgage notes are due to mature in 2008. In August 2004, we completed a tender offer and consent solicitation for our first mortgage notes. In connection with the consent solicitation, we entered into a supplemental indenture that eliminated substantially all of the restrictive covenants and certain default provisions contained in the first mortgage notes indenture. We purchased approximately $315.1 million in aggregate principal amount of the first mortgage notes validly tendered in the tender offer and not withdrawn. Following the purchase of the first mortgage notes accepted in the tender offer, $9.9 million in aggregate principal amount of the first mortgage notes remain outstanding. See “- Recent Developments – The 2004 Refinancing.”

     Convertible Notes. Interest payments on our convertible notes are payable semiannually in arrears beginning on February 1, 2005. Our obligations under the notes are guaranteed by each of our substantial existing and future domestic restricted subsidiaries if and for so long as such subsidiary guarantees our senior notes. The convertible notes are due to mature on August 1, 2024. The convertible notes are convertible at any time at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of our common stock. Upon conversion of a convertible note, the holder will receive cash up to the aggregate principal amount of the notes to be converted, and, at our election, cash, common stock or a combination thereof in respect of the remainder, if any, of our conversion obligation in excess of the principal amount. The holders may require us to repurchase all or part of their convertible notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019. The convertible notes are redeemable at our option beginning on August 6, 2009. The convertible notes are classified as current because they are convertible at any time and are subject to repurchase at various times beginning in 2011.

     Senior Notes. Interest payments on our senior notes are payable semiannually in arrears beginning on February 15, 2005. The senior notes are guaranteed by all of our substantial existing and future domestic restricted subsidiaries. The senior notes are due to mature on August 15, 2014. The indenture governing our senior notes contains customary covenants, including limitations on our ability to incur additional indebtedness, pay dividends, sell assets or stock of certain subsidiaries and purchase or redeem capital stock. We have agreed to file and cause to become effective this registration statement to exchange the senior notes for new notes in a transaction registered under the Securities Act. The terms of the exchange notes will be substantially identical to the senior notes, except that the exchange notes will not be subject to transfer restrictions. If the exchange offer is not completed on or prior to March 24, 2005, the annual interest rate on the senior notes will increase by 0.5% from March 24, 2005 until the exchange offer is completed

     Revolving Credit Facility. Effective April 1, 2001, we entered into a $100.0 million senior secured revolving credit facility with a syndicate of banks. The revolving credit facility will mature on April 2, 2006. Our obligations under the revolving credit facility are unconditionally guaranteed by our domestic subsidiaries (other than Century

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Aluminum of Kentucky, LLC and certain subsidiaries formed in connection with the Nordural and Gramercy acquisitions) and secured by a first priority security interest in all accounts receivable and inventory belonging to us and our subsidiary borrowers. The availability of funds under the revolving credit facility is subject to a $30.0 million reserve and limited by a specified borrowing base consisting of certain eligible accounts receivable and inventory. Borrowings under the revolving credit facility are, at our option, at the LIBOR or the Fleet National Bank base rate plus, in each case, an applicable interest margin. The applicable interest margin ranges from 2.25% to 3.0% over the LIBOR rate and 0.75% to 1.5% over the base rate and is determined by certain financial measurements of us. There were no outstanding borrowings under the revolving credit facility as of September 30, 2004 and December 31, 2003. Interest periods for LIBOR rate borrowings are one, two, three or six months, at our option. We measure our borrowing base at month-end. During the year ended December 31, 2003, we had a low borrowing base of $47.7 million and a high borrowing base of $68.1 million under the revolving credit facility. At September 30, 2004, we had a borrowing base of $76.8 million under the revolving credit facility. We are subject to customary covenants, including limitations on capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments.

     Glencore Note Payable. In April 2004, we repaid the remaining $14.0 million of outstanding principal on a six-year $40.0 million promissory note payable to Glencore that was issued on April 1, 2003 in connection with our acquisition of the remaining 20% interest in the Hawesville facility. The payment consisted of a $2.0 million required principal payment and an optional $12.0 million prepayment of principal. The Glencore note bore interest at a rate of 10% per annum and was due to mature on April 1, 2009.

     Industrial Revenue Bonds. Effective April 1, 2001, as part of the purchase price for the Hawesville acquisition, we assumed industrial revenue bonds, or IRBs, in the aggregate principal amount of $7.8 million which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the IRBs consistent with its ownership interest in the Hawesville facility during that period. The IRBs mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market. Interest on the IRBs is paid quarterly. At September 30, 2004, the interest rate on the IRBs was 2.00%. The IRBs are classified as current liabilities because they are remarketed weekly and, under the indenture governing the IRBs, repayment upon demand could be required if there is a failed remarketing. The IRBs are secured by a Glencore guaranteed letter of credit. We have agreed to reimburse Glencore for all costs arising from the letter of credit and have secured the reimbursement obligation with a first priority security interest in the 20% interest in the Hawesville facility. Our maximum potential amount of future payments under the reimbursement obligations for the Glencore letter of credit securing the IRBs would be approximately $8.2 million.

     Nordural Term Loan Facility. On September 2, 2003, Nordural entered into a $185.0 million senior term loan facility with a syndicate of banks. A substantial portion of the proceeds from the loan was used to refinance indebtedness outstanding under an existing $167.2 million senior facility agreement. On February 10, 2005, Nordural executed agreements and documents related to a new $365.0 million senior term loan facility arranged by Landsbanki Islands hf. and Kaupthing Bank hf. The new term loan facility is expected to be funded on or about February 15, 2005, subject to satisfaction of customary closing conditions. Amounts borrowed under the new term loan facility will be used to refinance debt under Nordural’s existing term loan facility, to finance a portion of the costs associated with the ongoing expansion of the Nordural facility and for Nordural’s general corporate purposes. Amounts borrowed under Nordural’s new term loan facility generally will bear interest at a margin over the applicable Eurobank rate, plus any increased cost of compliance by the lenders with any applicable reserve asset requirements. Nordural’s obligations under the new term loan facility have been secured by a pledge of all of Nordural’s shares pursuant to a share pledge agreement with the lenders. In addition, substantially all of Nordural’s assets are pledged as security under the loan facility. All outstanding principal must be repaid on February 28, 2010, provided that Nordural is required to make the following minimum repayments of principal on the facility: $15.5 million on February 28, 2007 and $14.0 million on each of August 31, 2007, February 29, 2008, August 31, 2008, February 28, 2009, August 31, 2009 and February 28, 2010.

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If Nordural makes a dividend payment to its shareholders (which dividends are not permitted until the Nordural facility has been expanded to a production level of 212,000 metric tons per year), it must simultaneously make a repayment of principal in an amount equal to 50% of the dividend.

     Nordural’s loan facility contains customary covenants, including limitations on additional indebtedness, security, investments, capital expenditures, dividends, and hedging agreements. Nordural is also subject to various financial covenants, including minimum interest and debt service coverage and net worth covenants. See “Description of Certain Indebtedness — Nordural Debt — New Term Loan Facility.”

     Convertible Preferred Stock

     In connection with the Hawesville acquisition, we issued $25.0 million of our convertible preferred stock to Glencore. We were required to pay dividends on the preferred stock at a rate of 8% per year, which was cumulative (see Note 8 in our audited consolidated financial statements included elsewhere in this prospectus). In accordance with accounting guidance, no liability for cumulative preferred dividends was recorded until the dividends are declared. As of March 31, 2004, we had total unrecorded cumulative preferred dividend arrearages of $3.0 million or $6.00 per share of preferred stock. On May 19, 2004, we used proceeds from our April 2004 equity offering to pay $3.3 million in dividend arrearages on our convertible preferred stock. On the same date, Glencore converted the 500,000 shares of our convertible preferred stock it owned into 1,395,089 shares of our common stock, representing a conversion price of $17.92 per share. The conversion was effected in accordance with the terms of the Certificate of Designation for the preferred stock.

     Working Capital

     We had working capital of $78.5 million at December 31, 2003 and negative working capital of $66.5 million at September 30, 2004. While the Nordural acquisition increased our working capital, we believe that our working capital will be consistent with past experience and that cash flow from operations and borrowing availability under the revolving credit facility and Nordural’s planned new term loan facility should be sufficient to meet working capital needs. Although our current liabilities were $351.6 million as of September 30, 2004, of which $175.0 million related to the convertible notes, we do not presently believe that the convertible notes will be converted and require repayment in the foreseeable future.

     Capital Expenditures

     Capital expenditures for 2003 were $18.9 million and were principally related to upgrading production equipment, maintaining facilities and complying with environmental requirements. Capital expenditures for the first nine months of 2004 were $26.3 million, $17.5 million of which was related to the expansion project at the Nordural facility, with the balance principally related to upgrading production equipment, maintaining facilities and complying with environmental requirements. The revolving credit facility limits our ability to make capital expenditures; however, we believe that the amount permitted will be adequate to maintain our properties and business and comply with environmental requirements. We anticipate that capital expenditures will be approximately $20.0 million in 2004, in addition to costs of the Nordural expansion. We anticipate that we will spend approximately $70.0 million on the Nordural expansion in 2004. Through September 30, 2004, we had outstanding capital commitments related to the Nordural expansion of $159.9 million. Our cost commitments for the Nordural expansion may materially change depending on the exchange rate between the U.S. dollar and certain foreign currencies, principally the euro and the Icelandic krona. Approximately 84% of the outstanding commitments for the Nordural expansion are denominated in currencies other than the U.S. dollar, primarily the euro and the krona. As of September 30, 2004, we had no hedges to mitigate our foreign currency exposure. See “Business — Recent Developments — Nordural Acquisition and Expansion.”

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  Acquisitions, Liquidity and Financing

     Our strategic objectives are to grow our aluminum business by acquiring primary aluminum reduction facilities that offer favorable investment returns and lower our unit production costs, to diversify our geographic presence, and to pursue opportunities in bauxite mining and alumina refining. In connection with possible future acquisitions, we may need additional financing, which may be provided in the form of debt or equity. We cannot be certain that any such financing will be available. We anticipate that operating cash flow, together with borrowings under the revolving credit facility, will be sufficient to meet our future debt service obligations as they become due, as well as working capital and capital expenditures requirements. Our ability to meet our liquidity needs, including any and all of our debt service obligations, will depend upon our future operating performance, which will be affected by general economic, financial, competitive, regulatory, business and other factors, many of which are beyond our control. We will continue from time to time to explore additional financing methods and other means to lower our cost of capital, including stock issuances or debt financing and the application of the proceeds to the repayment of bank debt or other indebtedness.

  Historical

     Our Statements of Cash Flows for the periods indicated are summarized below:

	Year Ended									Nine Months Ended
	December 31,									September 30,
	2001			2002			2003			2003			2004
							(Dollars in thousands)
Net cash provided by operating activities	$	38,623		$	54,486		$	87,379		$	78,042		$	71,864
Net cash used in investing activities		(382,245	)		(18,196	)		(78,695	)		(72,226	)		(211,183	)
Net cash (used in) provided by financing activities		324,048			(4,586	)		(25,572	)		(305	)		187,589
(Decrease) increase in cash	$	(19,574	)	$	31,704		$	(16,888	)	$	5,511		$	48,270

     Net cash from operating activities in 2003 increased $32.9 million to $87.4 million from the 2002 level. The increase in 2003 was primarily the result of the $35.5 million first quarter termination and settlement of the Original Sales Contract as discussed in “Business — Sales and Distribution” included elsewhere in this prospectus. Gross profit associated with increased shipments of 77.2 million pounds, mainly the result of the April 1, 2003 acquisition of the 20% interest in the Hawesville facility, improved cash provided from operating activities by an additional $5.6 million. Reduced tax refunds of $8.1 million and increased cash payments for interest of $2.0 million, primarily associated with the promissory note payable to Glencore, partially offset the favorable change in cash from operating activities discussed above.

     Net cash from operating activities of $54.5 million in 2002 was $15.9 million more than in 2001. The increase in net cash provided by operating activities in 2002 was primarily a result of a $14.4 million increase in gross profit due to increased shipments of 130.9 million pounds due to a full year of ownership of 80% of the Hawesville facility versus nine months in 2001. Tax refunds of $17.6 million received during the year versus tax payments of $0.9 million in 2001 contributed an additional $18.5 million in net cash from operations in 2002. However, increased net interest payments, primarily a result of a full year of outstanding borrowings under the notes in 2002 versus nine months in 2001, offset these favorable changes by $17.7 million.

     Our net cash used in investing activities was $78.7 million in 2003, consisting of $59.8 million for the acquisition of the 20% interest in the Hawesville facility and $18.9 million of capital expenditures. The use of cash for investing activities in 2002 consisted primarily of capital expenditures. The use of cash in 2001 was primarily for the Hawesville acquisition and $14.5 million for capital expenditures.

     Net cash used in financing activities in 2003 was a result of paying $26.0 million on the promissory note payable to Glencore. The cash used for financing activities in 2002 related primarily to common and preferred stock dividend payments made during the year. During 2001, the cash provided by financing activities was primarily from borrowings and the issuance of preferred stock related to the Hawesville acquisition and was partially offset by the payment of common and preferred stock dividends.

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     Net cash from operating activities of $71.9 million in the first nine months of 2004 was $6.2 million lower than the same period in 2003. Exclusive of the $35.5 million settlement received during the second quarter 2003 from the termination of the Original Sales Contract and entering into the New Sales Contract with Glencore for the years 2005 through 2009 and the $50.3 million cash payment during the current quarter for the tender premium plus accrued interest for the refinancing of our first mortgage notes, net cash from operating activities increased $79.7 million in the current quarter. This increase was a direct result of improved price realizations and margin contributions from the Nordural facility which was acquired in April 2004, and were partially offset by increased accounts receivable balances of $10.3 million and other working capital changes for the period.

     Our net cash used for investing activities during the nine month period ended September 30, 2004 increased $139.0 million from the same period in 2003. The net acquisition cost of the Nordural facility in April 2004 was $184.9 million. The net purchase price for the additional 20% interest in the Hawesville facility in April 2003 was $59.8 million. Purchases of property, plant and equipment, including the Nordural expansion costs, were $26.3 million in 2004. Purchases of property, plant and equipment were $12.4 million in 2003.

     Net cash provided by financing activities during the nine month period ending September 30, 2004 increased $187.9 million primarily due to the net proceeds from the issuance of $425.0 million of debt, and the net proceeds from the issuance of $215.0 million of common stock, which was partially offset by debt repayments of $436.8 million, consisting of payments of $315.1 million for the first mortgage notes tendered in a debt refinancing, $106.9 million for the Nordural term loan facility, the $14.0 million repayment of Glencore note debt, and $0.8 million for other miscellaneous debt payments. Additionally, we paid $12.8 million of financing fees for the debt issued in the current quarter and $3.3 million payment of accrued preferred dividends in the second quarter of 2004.

     We believe that cash flow from operations, our unused revolving credit facility, and Nordural’s new term loan facility will provide sufficient liquidity to meet working capital needs, fund capital improvements, and provide for the debt service requirements.

Contractual Obligations

     In the normal course of business, we have entered into various contractual obligations that will be settled in cash. These obligations consist primarily of long-term debt obligations and purchase obligations. The expected future cash flows required to meet these obligations are shown in the table below as of September 30, 2004. The purchase obligations consist of long-term supply contracts for alumina and electrical power. The other long-term liabilities include pension, SERB, other postretirement benefits, workers’ compensation liabilities, asset retirement obligations and estimated deferred tax payments.

	Payments Due by Period
	Total		<1 Year		1-3 Years		3-5 Years		>5 Years
	(Dollars in millions)
Long term debt(1)	$	526.1	$	5.9	$	11.1	$	22.2	$	486.9
Operating lease obligations		0.6		0.3		0.1		—		0.2
Purchase obligations(2)		1,955.6		476.8		607.5		319.0		552.3
Other long-term liabilities(3)		190.8		14.6		30.5		25.0		120.7
Total	$	2,673.1	$	497.6	$	649.2	$	366.2	$	1,160.1

(1)

Long-term debt includes principal repayments on the first mortgage notes, senior notes, convertible notes, the IRBs, Nordural’s existing term loan facility, Nordural site lease agreements, Nordural bank loan agreement and a Nordural power contract debt obligation. Long-term debt does not include expected interest payments on our long-term debt totaling $305.2 million, of which $12.0 million would be due within a year, $56.9 million due within 1 to 3 years, $54.7 million due within 3 to 5 years, and $181.6 million due 5 years and thereafter. Except for the site lease agreements, Nordural’s debt bears interest at a variable rate based on the LIBOR rate plus an applicable margin. The IRBs’ interest rate is variable and we estimated future payments based on a rate of 1.55%.

(2)

Purchase obligations include long-term alumina, power, and anode contracts, and the Nordural expansion project commitments, but do not include any change in purchase obligations related to the Gramercy acquisition, which closed on October 1, 2004. Nordural’s power contracts and domestic alumina contracts are

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priced as a percentage of the LME price of primary aluminum. We assumed an LME price of $1,525 per metric ton for purposes of calculating expected future cash flows for these contracts. The Nordural anode contract is denominated in euros. We assumed a $1.20/Euro conversion rate to estimate the obligations under this contract.

(3)

Other long-term liabilities include our expected pension contributions, OPEB and SERB benefit payments, workers’ compensation benefit payments, estimated deferred tax payments and asset retirement obligations. Expected benefit payments for the SERB and OPEB plans, which are unfunded, are included for 2004 through 2013. Our estimated contributions to the pension plans are included for 2004 through 2006. Estimated contributions beyond 2006 are not included in the table because these estimates would be heavily dependent upon assumptions about future events, including among other things, future regulatory changes, changes to tax laws, future interest rates levels and future return on plan assets. Asset retirement obligations consist primarily of disposal costs for spent potliner, the amount and timing of these costs are estimated based on the number of our operating pots and their expected pot life.

Environmental Expenditures and Other Contingencies

     We have incurred and in the future will continue to incur capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring and compliance. The aggregate environmental-related accrued liabilities were $0.8 million at December 31, 2002, $0.7 million at December 31, 2003 and $0.8 million at September 30, 2004. We believe that compliance with current environmental laws and regulations is not likely to have a material adverse effect on our financial condition, results of operations or liquidity; however, environmental laws and regulations may change, and we may become subject to more stringent environmental laws and regulations in the future. There can be no assurance that compliance with more stringent environmental laws and regulations that may be enacted in the future, or future remediation costs, would not have a material adverse effect on our financial condition, results of operations or liquidity.

     We have planned environmental capital expenditures of approximately $1.3 million for 2004, $0.4 million for 2005 and $0.2 million for 2006. In addition, we expect to incur operating expenses relating to environmental matters of approximately $4.9 million, $5.0 million, and $5.8 million in each of 2004, 2005 and 2006, respectively.

     These amounts do not include any projected capital expenditures or operating expenses for our joint venture interest in the Gramercy assets, which have not yet been determined. See “The Gramercy Acquisition – Environmental.” As part of our general capital expenditure plan, we also expect to incur capital expenditures for other capital projects that may, in addition to improving operations, reduce certain environmental impacts. See “Business — Environmental Matters” included elsewhere in this prospectus.

     We are a defendant in several actions relating to various aspects of our business. While it is impossible to predict the ultimate disposition of any litigation, we do not believe that any of these lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or liquidity. See “Business — Legal Proceedings” included elsewhere in this prospectus.

     Nordural is subject to various Icelandic environmental laws and regulations. While we do not believe that the cost of complying with these laws and regulations will have a material adverse effect on our financial condition, results of operations or liquidity, these laws and regulations are subject to change, which changes could result in increased costs.

New Accounting Standards

     On December 8, 2003, the “Medicare Prescription Drug Improvement and Modernization Act of 2003”, or the Medicare Act, was signed into law. The Medicare Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to Medicare Part D.

     In the second quarter of 2004, an FASB Staff Position (FSP FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003”) was issued providing guidance on the accounting for the effects of the Medicare Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. This FSP superseded FSP FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003.” The FSP is effective for the first interim or annual period beginning after June 15, 2004.

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     The guidance in this FSP applies only to the sponsor of a single-employer defined benefit postretirement health plan for which the employer has concluded that prescription drug benefits available under the plan are actuarially equivalent and thus qualify for the subsidy under the Medicare Act and the expected subsidy will offset or reduce the employer’s share of the costs of postretirement prescription drug coverage provided by the plan. We determined that our plans were actuarially equivalent and elected to adopt the provisions of FSP FAS 106-2 in the third quarter of 2004 on a prospective basis only. We compared the Medicare Part D plan to its retiree prescription drug coverage using actuarial equivalencies and reflecting the retiree premiums and cost sharing provisions of the various plans. This analysis showed our plans provide more valuable benefits to retirees than the Medicare Part D plan. Based on our understanding of the intent of the Medicare Act and subsequent proposed regulations, we still believe our plans will meet the actuarial equivalence requirements necessary to receive the Medicare reimbursement.

     For retirees with post-65 prescription drug benefits, we estimate the net effect on post-65 per capita medical and prescription drug costs to be a reduction of approximately 11 to 14% due to the Medicare reimbursement. The changes are assumed to have no impact on future participation rates in our post-65 prescription drug programs.

     We have reduced our accumulated benefit obligation (ABO) for the subsidy related to benefits attributed to past service by approximately $16.4 million. The reduction will be recognized on the balance sheet through amortization. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for the third and fourth quarters of 2004 is expected to be approximately $1.3 million and will be recognized evenly over the third and fourth quarters. The effect will include lower amortization of actuarial losses of approximately $0.5 million, lower service costs of approximately $0.3 million, and lower interest costs on the ABO of approximately $0.5 million for the third and fourth quarters. For further information on postretirement costs, see Note 15 to our unaudited consolidated financial statements included elsewhere in this prospectus.

     In December 2003, the FASB issued FASB Interpretation, or FIN, No. 46 (revised December 2003), “Consolidation of Variable Interest Entities.” This Interpretation clarifies the application of Accounting Research Bulletin, or ARB No. 51, “Consolidated Financial Statements” and replaces FIN No. 46, “Consolidation of Variable Interest Entities.” The Interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. The effective date of this Interpretation varies depending on several factors, including public status of the entity, small business issuer status, and whether the public entities currently have any interests in special-purpose entities. We applied this Interpretation in the first quarter of 2004. The application of FIN No. 46 had no impact on our consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

  Commodity Prices

     We are exposed to the price of primary aluminum. We manage our exposure to fluctuations in the price of primary aluminum by selling aluminum at fixed prices for future delivery and through financial instruments as well as by purchasing alumina under supply contracts with prices tied to the same indices as our aluminum sales contracts. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Long-Term Supply Agreements” included elsewhere in this prospectus. Our risk management activities do not include trading or speculative transactions.

     Apart from the contracts described under “Key Long-Term Primary Aluminum Sales Contracts” above, we had forward delivery contracts to sell 194.3 million pounds and 351.8 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, we had fixed price commitments to sell 12.8 million pounds and 70.5 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively, of which, 5.6 million pounds and 53.5 million pounds at September 30, 2004 and December 31, 2003, respectively, were with Glencore.

     At September 30, 2004 and December 31, 2003, we had fixed price financial sales contracts, primarily with Glencore, for 549.7 million pounds and 102.9 million pounds of primary aluminum, respectively, of which 538.7 million pounds and 58.8 million pounds, respectively, were designated cash flow hedges. These fixed price financial sales contracts are scheduled for settlement at various dates in 2004 and 2007. We had no fixed price financial purchase contracts to purchase aluminum at September 30, 2004 or December 31, 2003.

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Fixed Price Financial Sales Contracts at September 30, 2004:

	(Millions of pounds)
	2004		2005		2006		2007		Total
Aluminum		33.1		425.7		86.5		4.4		549.7

     Additionally, to mitigate the volatility of the natural gas markets, we enter into fixed price financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas.

Fixed Price Financial Purchase Contracts at September 30, 2004:

	(Thousands of DTH)
	2004		2005		2006		2007		2008		Total
Natural Gas.		420		1,280		480		480		480		3,140

     At September 30, 2004 and December 31, 2003, we had fixed price financial purchase contracts for 3.1 million and 2.7 million DTH (one decatherm is equivalent to one million British Thermal Units), respectively. These financial instruments are scheduled for settlement at various dates in 2004 through 2008.

     On a hypothetical basis, a $0.01 per pound increase or decrease in the market price of primary aluminum is estimated to have an unfavorable or favorable impact of $3.4 million after tax on accumulated other comprehensive income for the contracts designated cash flow hedges, and $0.1 million on net income, for the contracts designated as derivatives, for the period ended September 30, 2004 as a result of the forward primary aluminum financial sales contracts outstanding at September 30, 2004.

     On a hypothetical basis, a $0.50 per DTH decrease or increase in the market price of natural gas is estimated to have an unfavorable or favorable impact of $1.0 million after tax on accumulated other comprehensive income for the period ended September 30, 2004 as a result of the forward natural gas financial purchase contracts outstanding at September 30, 2004.

     Our metals and natural gas risk management activities are subject to the control and direction of senior management. The metals related activities are regularly reported to our board of directors.

     This quantification of our exposure to the commodity price of aluminum is necessarily limited, as it does not take into consideration our inventory or forward delivery contracts, or the offsetting impact upon the sales price of primary aluminum products. Because all of our alumina contracts are indexed to the LME price for aluminum, beginning in 2002, they act as a natural hedge for approximately 25% of our production. As of December 31, 2003, approximately 51% and 25% of our production for the years 2004 and 2005, respectively, was either hedged by the alumina contracts and/or by fixed price forward delivery and financial sales contracts.

     Nordural. Substantially all of Nordural’s revenues are derived from the Billiton Tolling Agreement whereby it converts alumina provided to it into primary aluminum for a fee based on the LME price for primary aluminum. Nordural’s revenues are subject to the risk of decreases in the market price of primary aluminum; however, Nordural is not exposed to increases in the price for alumina, the principal raw material used in the production of primary aluminum. In addition, under its current power contract, Nordural purchases power at a rate which is a percentage of the LME price for primary aluminum, providing Nordural with a natural hedge against downswings in the market for primary aluminum.

     Nordural is exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro and the Icelandic krona. Under its Billiton Tolling Agreement and power contracts, Nordural’s revenues and power costs are based on the LME price for primary aluminum, which is denominated in U.S. dollars. There is no currency risk associated with these contracts. Nordural’s labor costs are denominated in Icelandic krona and a portion of its anode costs are denominated in euros. As a result, an increase or decrease in the value of those currencies relative to the U.S. dollar would affect Nordural’s operating margins.

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     Nordural does not currently have financial instruments to hedge commodity, currency or interest rate risk. Nordural may hedge such risk in the future, through the purchase of aluminum put options and interest rate swaps which would have the effect of fixing a portion of its floating rate debt.

  Interest Rates

     Interest Rate Risk. Our primary debt obligations are the outstanding senior notes, convertible notes, first mortgage notes, borrowings under Nordural’s term loan facility, borrowings under the revolving credit facility, if any, and the IRBs we assumed in connection with the Hawesville acquisition. Because the senior notes, convertible notes and first mortgage notes bear a fixed rate of interest, changes in interest rates do not subject us to changes in future interest expense with respect to these borrowings. Borrowings under the revolving credit facility, if any, are at variable rates at a margin over LIBOR or the Fleet National Bank base rate, as defined in the revolving credit facility. The IRBs bear interest at variable rates determined by reference to the interest rate of similar instruments in the industrial revenue bond market. Borrowings under Nordural’s new term loan facility bear interest at a margin over the applicable Eurobank rate, plus, under certain conditions, an applicable percentage to cover certain lender compliance costs. At September 30, 2004, Nordural had $76.9 million of liabilities which bear interest at a variable rate.

     At September 30, 2004, we had $84.7 million of variable rate borrowings. A hypothetical one percentage point increase in the interest rate would increase our annual interest expense by $0.8 million, assuming no debt reduction.

     Our primary financial instruments are cash and short-term investments, including cash in bank accounts and other highly rated liquid money market investments and government securities.

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BUSINESS

Overview

     We are a producer of primary aluminum. Our primary aluminum facilities produce value-added and standard-grade products. We are the second largest primary aluminum producer in the United States, behind Alcoa Inc., having produced over 1.1 billion pounds in 2003 with net sales of $782.5 million. With the completion of the Nordural acquisition in April 2004, we have our first facility located outside of the United States and an annual production capacity of approximately 1.4 billion pounds of primary aluminum.

     We currently own:

•   the Hawesville facility, located in Hawesville, Kentucky, which began operations in 1970 and has an annual production capacity of 538 million pounds of primary aluminum;

•   the Ravenswood facility, located in Ravenswood, West Virginia, which began operations in 1957 and has an annual production capacity of 375 million pounds of primary aluminum;

•   a 49.7% interest in the Mt. Holly facility, located in Mt. Holly, South Carolina, which began operations in 1980 and contributes 243 million pounds to our overall annual production capacity;

•   the Nordural facility, located in Grundartangi, Iceland, which began operations in 1998 and has an annual production capacity of 198 million pounds of primary aluminum, which will increase to approximately 467 million pounds upon completion of an ongoing expansion in 2006;

•   a 50% joint venture interest in the Gramercy alumina refinery, located in Gramercy, Louisiana, which has an annual production capacity of 1.2 million metric tons of alumina; and

•   a 50% joint venture interest in bauxite mining operation in Jamaica, which has an annual production capacity of approximately 4.5 million dry metric tons.

     For a more complete description of these facilities, see “— Facilities and Production” below.

     Our strategic objectives are to grow our aluminum business by acquiring primary aluminum reduction facilities that offer favorable investment returns and lower our unit production costs, to diversify our geographic presence, and to pursue opportunities in bauxite mining and alumina refining. Our growth activities have been concentrated in acquiring primary aluminum assets In addition, we recently completed the purchase through a joint venture of our first alumina refining facility, together with related bauxite mining assets. See “The Gramercy Acquisition.”

Growth through Acquisitions

     Additional Interest in the Mt. Holly Facility. On April 1, 2000, we increased our 26.7% interest in the Mt. Holly facility to 49.7% when we purchased an additional 23% interest from an affiliate of Xstrata AG, for $94.7 million. Glencore is a major shareholder of Xstrata AG.

     80% Interest in the Hawesville Facility. Effective April 1, 2001, we completed the acquisition of the Hawesville facility from Southwire Company, a privately-held wire and cable manufacturing company. We paid a cash purchase price of $466.8 million, assumed $7.8 million aggregate principal amount of industrial revenue bonds related to the Hawesville facility and agreed to make additional post-closing payments to Southwire of up to $7.0 million based on the LME price for aluminum during the seven years following the acquisition. We financed a portion of the cash purchase price through the sale of a 20% interest in the Hawesville facility to Glencore for $99.0 million, plus Glencore’s assumption of a pro rata share of our post-closing payment obligations to Southwire and under the industrial revenue bonds. No post-closing payments had been made to Southwire through December 31, 2003; however, if LME prices remain at or above current levels, Southwire will be entitled to receive the entire $7.0 million in 2005.

     Remaining Interest in the Hawesville Facility. On April 1, 2003, we reacquired the 20% interest in the Hawesville facility sold to Glencore for a purchase price of $99.4 million. We also assumed full responsibility for payments of principal and interest on the industrial revenue bonds and for any post-closing payments owed to Southwire. We paid $59.4 million of the purchase price in cash and financed the balance by issuing a six-year $40.0 million note to Glencore bearing interest at a rate of 10% per annum. In April 2004, we paid Glencore the remaining $14.0 million of outstanding principal under that note.

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The Nordural Acquisition and Expansion

     On April 27, 2004, we completed the acquisition of all of the outstanding equity shares of Nordural hf. (now known as Nordural ehf.) from Columbia Ventures Corporation. Nordural is an Icelandic company that owns and operates the Nordural facility, a primary aluminum reduction facility located in Grundartangi, Iceland. Built in 1998, the Nordural facility is our most recently constructed and lowest cost facility. It currently has an annual production capacity of approximately 198 million pounds.

     Since the acquisition, we have commenced work on an expansion of the Nordural facility to increase its annual production capacity to approximately 467 million pounds, or more than double its current annual production capacity. As currently planned, the expansion will add up to 269 million pounds to the Nordural facility’s annual production capacity. The expansion is projected to be completed by late 2006 and is expected to cost approximately $454 million.

     On February 10, 2005, Nordural executed definitive agreements and documents related to a new $365.0 million term loan facility that, together with operating cash flow, will provide financing for 269 million pounds of the expansion capacity. See “Description of Certain Indebtedness — Nordural Debt — New Term Loan Facility.” We expect to fund the remaining costs of the expansion capacity with operating cash flow generated by our operations, including the operations of the Nordural facility.

     In connection with the expansion, we agreed on the terms of amendments to several long-term contracts with the Government of Iceland, local municipalities and the Grundartangi Harbour Fund, effective upon the closing of Nordural’s new term loan facility. We agreed to an LME-based ten-year alumina tolling contract with Glencore for 198 million pounds of the expansion capacity. The power needed for that portion of the expansion will be purchased under long-term LME-based agreements with Sudurnes Energy and Reykjaviík Energy. We also reached an agreement with Sudurnes Energy and Reykjaviík Energy for the supply of power for an additional 71 million pounds of capacity. That agreement would include power for approximately 18 million pounds of additional capacity upon satisfaction of certain conditions, including the completion of a power transmission agreement. With the additional 18 million pounds of capacity, the total annual production capacity of the Nordural facility would increase to 485 million pounds by late 2006. A decision on the additional 18 million pounds of capacity is expected in early 2005. Following completion of the expansion, Nordural will have all the infrastructure and support facilities necessary for further expansion to 573 million pounds of annual production capacity. This expansion would be made at relatively low capital cost. We are in discussions for the supply of electric power to support this further expansion.

The Gramercy Acquisition

     On October 1, 2004, we and Noranda Finance Inc., through 50/50 joint venture companies, acquired an alumina refinery in Gramercy, Louisiana and related bauxite mining assets in Jamaica from Kaiser Aluminum & Chemical Company. Throughout this prospectus, we refer to the alumina refinery and bauxite mining assets acquired by the joint venture as the “Gramercy assets.” The purchase price for the Gramercy assets was $23 million, subject to working capital adjustments. We paid one-half, or $11.5 million of the unadjusted purchase price, which we funded with available cash. Noranda paid the remaining $11.5 million. We plan to account for our investment in the Gramercy assets using the equity method of accounting. The bauxite mining assets supply all of the bauxite ore used for the production of alumina at the Gramercy refinery and also supply bauxite ore to a third party refinery in Texas. At the Gramercy refinery, bauxite is chemically refined and converted into alumina, the principal raw material used in the production of primary aluminum. The Gramercy refinery had extensive portions rebuilt and modernized during 2000 through 2002. Gramercy has an annual production capacity of 1.2 million metric tons of alumina, approximately 80% of which is supplied to our Hawesville and Noranda’s New Madrid primary aluminum

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production facilities. Our Hawesville facility purchases all of its alumina requirements from the Gramercy refinery. The remaining alumina production at the Gramercy refinery is in the form of alumina hydrate, or chemical grade alumina (CGA), which is sold to third parties. See “The Gramercy Acquisition.”

Facilities and Production

  Hawesville Facility

     The Hawesville facility, strategically located adjacent to the Ohio River near Hawesville, Kentucky, began operations in 1970 and has an annual production capacity of 538 million pounds. The Hawesville facility’s original four potlines have an annual production capacity of approximately 426 million pounds and are specially configured and operated so as to produce primary aluminum with a high purity level. The average purity level of primary aluminum produced by these potlines is 99.9%, compared to standard-purity aluminum, which is approximately 99.7%. This high-purity primary aluminum provides the conductivity required by Hawesville’s largest customer, Southwire, for its electrical wire and cable products, as well as for certain aerospace applications. In September 1999, a fifth potline became operational, with an annual capacity of approximately 112 million pounds of standard-purity aluminum.

     The following table shows primary aluminum shipments from the Hawesville facility during each of the periods indicated:

Hawesville Facility Primary Aluminum Shipments

	Year Ended December 31,
	2001(1)		2002(2)		2003(3)
	(In millions of pounds)
Molten aluminum		295.9		303.2		310.3
Primary aluminum ingot		114.7		131.7		159.8
Foundry alloys		121.2		104.3		70.8
Total		531.8		539.2		540.9

(1)	Effective April 1, 2001, we completed the acquisition of the Hawesville facility from Southwire. Concurrently with the acquisition, we sold a 20% interest in the Hawesville facility to Glencore. Shipments for the year ended December 31, 2001 include 133.5 million pounds shipped by Southwire and 79.7 million pounds shipped by Glencore.
(2)	Shipments for the year ended December 31, 2002 include 108.4 million pounds shipped by Glencore.
(3)	Effective April 1, 2003, we reacquired the 20% interest in the Hawesville facility sold to Glencore. Shipments for the year ended December 31, 2003 include 27.1 million pounds shipped by Glencore.

     The alumina used by the Hawesville facility is purchased under a supply agreement with Gramercy Alumina LLC, which was entered into on November 2, 2004 in connection with the Gramercy acquisition. This supply agreement, which runs through December 31, 2010, replaced the supply agreement that was previously in place with Kaiser Aluminum & Chemical Corporation. The price we pay for alumina used by our Hawesville facility is now based on the cost of alumina production, rather than the LME price for primary aluminum. See “Risk Factors — Our costs of alumina at the Hawesville facility may be higher than our previous LME-based contract depending on certain market conditions” included elsewhere in this prospectus.

     The Hawesville facility purchases all of its power from Kenergy Corp., a local retail electric cooperative, under a power supply contract that expires at the end of 2010. Kenergy acquires most of the power it provides to the Hawesville facility from a subsidiary of LG&E Energy Corp., with delivery guaranteed by LG&E. The Hawesville facility currently purchases all of its power from Kenergy at fixed prices. Approximately 27% of the Hawesville facility’s power requirements are unpriced for the period from 2006 to 2010.

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  Ravenswood Facility

     Built in 1957, the Ravenswood facility operates four potlines with an annual production capacity of 375 million pounds. The facility is strategically located adjacent to the Ohio River in Ravenswood, West Virginia. The Ravenswood facility produces molten aluminum that is delivered to Pechiney’s adjacent rolling facility and standard-grade ingot that we sell in the marketplace.

     The following table shows primary aluminum shipments from the Ravenswood facility during each of the periods indicated:

Ravenswood Facility Primary Aluminum Shipments

	Year Ended December 31,
	2001		2002(1)		2003
	(In millions of pounds)
Molten aluminum		291.3		309.1		288.4
Standard-grade primary aluminum ingot		73.6		72.5		86.9
Total		364.9		381.6		375.3

(1) Shipments for the year ended December 31, 2002 include six million pounds of standard-grade primary aluminum ingot purchased and resold.

     Since January 1, 2002, the alumina used at the Ravenswood facility has been supplied by Glencore under a five-year contract at a variable price determined by reference to the LME price for primary aluminum. We purchase the electricity used at the Ravenswood facility under a fixed-price power supply contract with Ohio Power, a subsidiary of American Electric Power, which runs through December 31, 2005.

  Mt. Holly Facility

     The Mt. Holly facility, located in Mt. Holly, South Carolina, began operations in 1980 and is the most recently constructed aluminum reduction facility in the United States. The facility consists of two potlines with a total annual production capacity of 489 million pounds and casting equipment used to cast molten aluminum into standard-grade ingot, extrusion billet and other value-added primary aluminum products. Value-added primary aluminum products are sold at higher prices than standard-grade primary aluminum. Our 49.7% interest represents 243 million pounds of the facility’s production capacity.

     We hold an undivided 49.7% interest in the property, plant and equipment comprising the aluminum reduction operations at the Mt. Holly facility and an equivalent share in the general partnership responsible for the operation and maintenance of the facility. Alcoa owns the remaining 50.3% interest in the Mt. Holly facility and an equivalent share of the operating partnership. Under the terms of the operating partnership, Alcoa is responsible for operating and maintaining the facility. Each co-owner supplies its own alumina for conversion to primary aluminum and is responsible for its proportionate share of operational and maintenance costs.

     The following table shows our primary aluminum shipments from the Mt. Holly facility during each of the periods indicated:

Mt. Holly Facility Primary Aluminum Shipments

	Year Ended December 31,
	(In millions of pounds)
	2001		2002		2003
Standard-grade primary aluminum ingot		104.1		113.4		119.5
Rolling ingot, foundry alloys and extrusion billets		130.6		122.7		118.0
Total		234.7		236.1		237.5

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     Glencore supplies all of our alumina requirements for the Mt. Holly facility under contracts which expire on December 31, 2006 and January 31, 2008. The price under both contracts is determined by reference to the quoted LME price for primary aluminum.

     The Mt. Holly facility purchases all of its power from the South Carolina Public Service Authority, also called Santee Cooper, at rates fixed by published schedules. The Mt. Holly facility’s power contract was to expire on December 31, 2005. In July 2003, a new contract was entered into to supply all of the Mt. Holly facility’s power requirements through 2015. Power delivered through 2010 will be priced as set forth in currently published schedules, subject to adjustments for fuel costs. Rates for the period 2011 through 2015 will be as provided under then-applicable schedules.

  Nordural Facility

     The Nordural facility is located in Grundartangi, Iceland, approximately 25 miles northwest of Reykjavik, Iceland’s capital. Built in 1998, the Nordural facility is our most recently constructed and lowest cost facility. It has an annual production capacity of approximately 198 million pounds, which will increase by up to 269 million pounds to approximately 467 million pounds upon completion of an ongoing expansion of the facility, with potential for further expansion to 573 million pounds of annual production capacity. The Nordural facility is situated on two hundred acres leased from the Government of Iceland and consists of an aluminum reduction plant with two potlines and casting equipment used to cast molten aluminum into ingot.

     The following table shows primary aluminum shipments from the Nordural facility during each of the periods indicated:

Nordural Facility Primary Aluminum Shipments

	Year Ended December 31,
	2001		2002		2003
	(In millions of pounds)
Standard-grade primary aluminum ingot		164.1		198.3		198.7

     The Nordural facility operates under various long-term agreements with the Government of Iceland. These agreements include (i) an investment agreement which establishes Nordural’s tax status and the Government’s obligations to grant certain permits, (ii) a reduction plant site agreement by which Nordural leases the property through 2020, subject to renewal at its option; and (iii) a harbour agreement by which Nordural is granted access to the port at Grundartangi. In connection with the expansion of the Nordural facility, Nordural entered into amendments to each of these agreements with the Government of Iceland, effective upon the closing of Nordural’s new term loan facility.

     Nordural is party to a long-term alumina tolling contract with a subsidiary of BHP Billiton which expires December 31, 2013. Under this contract, which is for virtually all of the Nordural facility’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. We have agreed to a ten-year alumina tolling contract with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The fee Nordural will receive under that contract will also be LME-based.

     The Nordural facility currently purchases power from Landsvirkjun, a power company jointly owned by the Republic of Iceland and two Icelandic municipal governments, under a long-term contract due to expire in 2019. The power delivered to the Nordural facility under its current contract is from hydroelectric and geothermal sources, both competitively-priced and renewable sources of power in Iceland, at a rate based on the LME price for primary aluminum. In connection with the expansion, Nordural entered into an agreement with Sudurnes Energy and Reykjavík Energy for the supply of the additional power required for 198 million pounds of the expansion capacity. Under this agreement, we will be required to take or pay for a significant percentage of the power to be supplied beginning a specified period after signing (subject to extension for agreed upon events), even if we have not completed construction. We recently reached an agreement with Sudurnes Energy and Reykjavík Energy for the long-term supply of power for an additional 71 million pounds of capacity. Under the terms of both agreements, power will be sourced from geothermal facilities using LME-based

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pricing. Landsvirkjun has agreed on a best commercial efforts basis to provide backup power to Nordural if Sudurnes Energy and Reykjavík Energy are unable to meet their obligations under their contracts to provide power for the Nordural expansion capacity.

     Nordural has a contract for the supply of anodes for its existing capacity which expires in 2013. We are currently exploring options for the supply of anodes for the expansion capacity and do not currently believe the price we pay for those anodes will be materially different than under Nordural’s current arrangements.

Sales and Distribution

     The majority of the primary aluminum produced at our facilities is sold to a limited number of customers. Giving pro forma effect to the Nordural acquisition, we derived a combined total of approximately 70% of our 2003 consolidated sales from Pechiney, Southwire, Glencore and BHP Billiton, our four largest customers. Out of total revenues of $782.5 million for 2003, sales to Pechiney represented $198.4 million, or 25% of our total revenues, sales to Southwire represented $199.4 million, or 25% of our total revenues and sales to Glencore represented $121.9 million or 16% of our total revenues. The remaining $262.8 million, or 34% of our total revenues, represented sales to approximately 50 customers.

 Hawesville Facility

     Sales of primary aluminum to Southwire accounted for $199.4 million, or 56% of our revenues from the Hawesville facility in 2003. Sales to third parties other than Southwire accounted for the remaining $153.9 million, or 44% of our revenues from the Hawesville facility during 2003. In connection with our acquisition of the Hawesville facility in April 2001, we entered into a ten-year contract with Southwire to supply 240 million pounds of high-purity molten aluminum annually to Southwire’s wire and cable manufacturing facility located adjacent to the Hawesville facility. Under this contract, Southwire agreed to purchase 60 million pounds of standard-grade molten aluminum each year for the first five years of the contract, with an option to purchase an equal amount each of the remaining five years. Southwire has exercised this option through 2008. Prior to April 2003, we and Glencore supplied the aluminum delivered under this contract on a pro rata basis; we were responsible for 80% and Glencore was responsible for the remaining 20%. On April 1, 2003, we assumed Glencore’s delivery obligations under this contract. The price for the molten aluminum delivered to Southwire from the Hawesville facility is variable and determined by reference to the U.S. Midwest market price. The contract expires on March 31, 2011 and will automatically renew for additional five-year terms, unless either party provides twelve months’ notice that it has elected not to renew.

     In connection with our acquisition of the remaining 20% interest in the Hawesville facility in April 2003, we entered into a ten-year contract under which Glencore agreed to purchase approximately 45 million pounds per year of primary aluminum produced at the Ravenswood and Mt. Holly facilities from 2004 through 2013 at variable prices based on the U.S. Midwest market price (subject to adjustment if the U.S. Midwest market premium over the LME price exceeds or falls below a specified range).

 Ravenswood Facility

     Sales of primary aluminum to Pechiney represented $192.9 million, or 74% of our revenues from the Ravenswood facility in 2003. Sales to parties other than Pechiney represented $67.3 million or 26% of Ravenswood’s revenues in 2003. We have a contract with Pechiney under which it purchases 23 to 27 million pounds per month of molten aluminum produced at the Ravenswood facility through December 31, 2005. This contract may be extended through July 31, 2007 provided that our power contract for the Ravenswood facility is extended or replaced through that date. The price for primary aluminum delivered under this contract is variable and determined by reference to the U.S. Midwest market price. This contract allows us to deliver molten aluminum, thereby reducing our casting and shipping costs. Pechiney has the right, upon twelve months’ notice, to reduce its purchase obligations by 50% under the contract. Pechiney was acquired

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by Alcan in February 2004. See “Risk Factors — We have reduced our casting and shipping costs by selling molten aluminum to major customers located adjacent to our Ravenswood and Hawesville facilities; the loss of one of these major customers would increase our production costs at those facilities” included elsewhere in this prospectus.

  Mt. Holly Facility

     Sales of primary aluminum to Glencore represented $91.4 million, or 54% of our revenues from the Mt. Holly facility in 2003. Sales to third parties other than Glencore represented $77.6 million, or 46% of revenues from the Mt. Holly facility in 2003. We had a contract to sell to Glencore approximately 110 million pounds of primary aluminum produced at the Mt. Holly facility each year through December 31, 2009 at prices which were fixed from 2002 through 2009. In January 2003, we agreed to terminate and settle this contract for the years 2005 through 2009. At that time, we entered into a new contract with Glencore that requires us to deliver the same quantity of primary aluminum as did the original contract for those years. The new contract provides for variable pricing determined by reference to the LME price for primary aluminum for the years 2005 through 2009. For deliveries through 2004, the price for primary aluminum delivered will remain fixed.

     Prior to the January 2003 agreement to terminate and settle the years 2005 through 2009 of our original contract with Glencore, we had been classifying and accounting for it as a normal sales contract under Statement of Financial Accounting Standard, or SFAS, No. 133, “Accounting for Derivative Instruments and Hedging Activities.” A contract that is so designated and that meets other conditions established by SFAS No. 133 is exempt from the requirements of SFAS No. 133, although by its term the contract would otherwise be accounted for as a derivative instrument. Accordingly, prior to January 2003, the original contract was recorded on an accrual basis of accounting and changes in the fair value of the original contract were not recognized.

     According to SFAS No. 133, it must be probable that at inception and throughout its term, a contract classified as “normal” will not result in a net settlement and will result in physical delivery. In April 2003, we net settled with Glencore a significant portion of the original contract, and it no longer qualified for the “normal” exception of SFAS No. 133. We marked the original contract to current fair value in its entirety. Accordingly, in the first quarter of 2003, we recorded a derivative asset and a pre-tax gain of $41.7 million. Of the total recorded gain, $26.1 million related to the favorable terms of the original contract for the years 2005 through 2009, and $15.6 million related to the favorable terms of the original contract for 2003 through 2004.

     We determined the fair value by estimating the excess of the contractual cash flows of the original contract (using contractual prices and quantities) above the estimated cash flows of a contract based on identical quantities using LME-quoted prevailing forward market prices for aluminum plus an estimated U.S. Midwest premium adjusted for delivery considerations. We discounted the excess estimated cash flows to present value using a discount rate of 7%.

     On April 1, 2003, we received $35.5 million from Glencore, $26.1 million of which relates to the settlement of the original contract for the years 2005 through 2009, and $9.4 million of which represents the fair value of the new contracts, discussed below. We will account for the unsettled portion of the original contract (years 2003 and 2004) as a derivative and will recognize period-to-period changes in fair value in current income. We will also account for the new contract as a derivative instrument under SFAS No. 133. We have not designated the new contract as “normal” because it replaces and substitutes for a significant portion of the original contract which, after January 2003, no longer qualified for this designation. The $9.4 million initial fair value of the new contract is a derivative liability and represents the present value of the contract’s favorable term to Glencore in that the new contract excludes from its variable price an estimated U.S. Midwest premium, adjusted for delivery considerations. Because the new contract is variably priced, we do not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium. See Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.

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  Nordural Facility

     Nordural is party to a long-term alumina tolling contract with a subsidiary of BHP Billiton which is due to expire December 31, 2013. Under this contract, which is for virtually all of the Nordural facility’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. We have agreed to a ten-year alumina contract with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The fee Nordural will receive under that contract will also be LME-based.

Pricing and Risk Management

     Our operating results are sensitive to changes in the price of primary aluminum and the raw materials used in its production. As a result, we try to mitigate the effects of fluctuations in primary aluminum and raw material prices through the use of various fixed-price commitments and financial instruments.

  Pricing

     We offer a number of pricing alternatives to the customers of our domestic facilities that, combined with our metals risk management activities, are designed to lock in a certain level of price stability on our primary aluminum sales. Pricing of our products is generally offered either at a fixed-price, where the customer pays an agreed-upon price over an extended period of time, or an indexed or “market” price, where the customer pays an agreed-upon premium over the LME price or relative to other market indices.

     Substantially all of Nordural revenues are derived from a tolling arrangement whereby it converts alumina provided to it into primary aluminum for a fee based on the LME price for primary aluminum. Nordural’s revenues are subject to the risk of decreases in the market price of primary aluminum; however, because it produces primary aluminum under a tolling arrangement, Nordural is not exposed to increases in the price for alumina, the principal raw material used in the production of primary aluminum. In addition, under its current power contract, Nordural purchases power at a rate which is a percentage of the LME price for primary aluminum. By linking its most significant production cost to the LME price for primary aluminum, Nordural has a natural hedge against downswings in the market for primary aluminum; however, this hedge also limits Nordural’s upside as the LME price increases.

 Risk Management

     We manage our exposure to fluctuations in the price of primary aluminum by selling primary aluminum at fixed prices for future delivery, through financial instruments, and by purchasing alumina under supply contracts with prices tied to the same indices as our aluminum sales contracts. To mitigate the volatility of natural gas markets, we enter into fixed price financial purchase contracts. Our metals and natural gas risk management activities are subject to the control and direction of our senior management and are regularly reported to our board of directors. Our risk management activities do not include trading or speculative transactions.

     Nordural does not currently have any material financial instruments to hedge commodity, currency or interest rate risk. Nordural is exposed to foreign currency risk due to fluctuations in the value of the U.S. dollar as compared to the euro and the Icelandic krona. Under its long-term tolling agreement with BHP Billiton, Nordural receives revenues denominated in U.S. dollars. Nordural’s labor costs are denominated in Icelandic kronur and a portion of its anode costs are denominated in euros. As a result, an increase in the value of those currencies relative to the U.S. dollar would affect Nordural’s operating margins.

Competition

     The market for primary aluminum is diverse and highly competitive. We compete in the production and sale of primary aluminum with numerous other producers. Our principal competitors are Alcoa, Alcan and various other smaller primary aluminum producers. Aluminum also competes with other materials such as steel, plastic and glass which may be used as alternatives for some applications based upon functionality and relative pricing.

     We believe that we compete on the basis of quality, price, timeliness of delivery and customer service. Some of our competitors have substantially greater manufacturing and financial resources, and some have cost structures that are more advantageous than ours. We anticipate that continuing industry consolidation will intensify competition and further emphasize the importance of cost-efficient operations.

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Environmental Matters

     We are subject to various environmental laws and regulations. We have spent, and expect to spend, significant amounts for compliance with those laws and regulations. In addition, some of our past manufacturing activities have resulted in environmental consequences which require remedial measures. Under certain environmental laws which may impose liability regardless of fault, we may be liable for the costs of remediation of contaminated property, including our currently and formerly owned or operated properties or adjacent areas, or for the amelioration of damage to natural resources. We believe, based on information currently available to our management, that our current environmental liabilities are not likely to have a material adverse effect on us. However, we cannot predict the requirements of future environmental laws and future requirements at current or formerly owned or operated properties or adjacent areas. Such future requirements may result in liabilities which may have a material adverse effect on our financial condition, results of operations or liquidity.

     The 1990 amendments to the U.S. Clean Air Act impose stringent standards on the aluminum industry’s air emissions. These amendments affect our operations as technology-based standards relating to reduction facilities and carbon plants have been instituted. Although we cannot predict with certainty how much we will be required to spend to comply with these standards, our general capital expenditure plan includes certain projects designed to improve our compliance with both known and anticipated air emissions requirements.

     We have incurred and in the future will continue to incur capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring and compliance. The aggregate environmental-related accrued liabilities were $1.4 million at December 31, 2002, $0.7 million at December 31, 2003 and $0.8 million at September 30, 2004. We have planned capital expenditures related to environmental matters at all of our facilities of approximately $1.3 million in 2004, $0.4 million in 2005 and $0.2 million in 2006. In addition, we expect to incur operating expenses relating to environmental matters of approximately $4.9 million in 2004, $5.0 million in 2005 and $5.8 million in 2006. These amounts do not include any projected capital expenditures or operating expenses for our joint venture interest in the Gramercy assets, which have not yet been determined. See “The Gramercy Acquisition – Environmental.” As part of our general capital expenditure plan, we also expect to incur capital expenditures for other capital projects that may, in addition to improving operations, reduce certain environmental impacts.

     Our policy is to accrue for costs associated with environmental assessments and remedial efforts when it becomes probable that we are liable and the associated costs can be reasonably estimated. The aggregate environmental related accrued liabilities were $1.4 million at December 31, 2002, $0.7 million at December 31, 2003 and $0.8 million at September 30, 2004. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, we expense the costs when incurred.

 Hawesville Facility

     Under our agreement with Southwire to purchase the Hawesville facility, Southwire indemnified us against all on-site environmental liabilities known to exist prior to the closing of the acquisition and against risks associated with off-site hazardous material disposals which pre-dated the closing.

     Prior to the closing of the acquisition, the U.S. Environmental Protection Agency, or EPA, had issued a final record of decision, under the Comprehensive Environmental Response, Compensation and Liability Act, directing that certain response actions be taken at the Hawesville facility. Under its agreement with us, Southwire agreed to perform all obligations under the record of decision. The total costs for the obligations to be undertaken and paid for by Southwire relative to these liabilities are estimated under the record of decision to be $12.6 million, and the forecast of annual operating and maintenance costs is $1.2 million. Century Kentucky, LLC will operate and maintain the ground water treatment system required under the record of decision on behalf of Southwire, and Southwire will reimburse Century Kentucky, LLC for any expense that exceeds $0.4 million annually.

     If any on-site environmental liabilities become known prior to March 31, 2007 that were not known to exist as of the date the acquisition closed, but which arose from pre-closing activities at the Hawesville facility, we will share the costs of remedial action with Southwire pro rata depending on the year the liability is identified. We will be responsible for any such liabilities which first become known on or after March 31, 2007. We also will be responsible for any post-closing environmental liabilities which result from a change in laws.

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     We acquired the Hawesville facility by purchasing all of the outstanding equity securities of Metalsco Ltd., which was a wholly-owned subsidiary of Southwire. Metalsco previously owned certain assets unrelated to the Hawesville plant’s operations. These assets owned by Metalsco were distributed to Southwire before the closing of the Hawesville acquisition. Southwire indemnified us for all liabilities related to these assets. Southwire also retained ownership of and full responsibility for certain land adjacent to the Hawesville facility containing potliner disposal areas.

     Southwire has secured its indemnity obligations to us for environmental liabilities through April 1, 2008 by posting a letter of credit in our favor in the amount of $14.0 million. Southwire is obligated to post an additional $15.0 million if its net worth drops below a pre-determined level prior to April 1, 2008. The amount of security Southwire provides may increase (but not above $14.5 million or $29.5 million, as applicable) or decrease (but not below $3.0 million) if certain specified conditions are met.

     We cannot be certain Southwire will be able to meet its indemnity obligations. In that event, under certain environmental laws which impose liability regardless of fault, we may be liable for any outstanding remedial measures required under the record of decision and for certain liabilities related to the unwanted properties. If Southwire fails to meet its indemnity obligations or if our shared or assumed liability is significantly greater than anticipated, our financial condition, results of operations and liquidity could be materially adversely affected.

  Ravenswood Facility

     Century Aluminum of West Virginia, Inc. continues to perform remedial measures at its Ravenswood facility pursuant to an order issued by the EPA in 1994. Century of West Virginia also conducted a facility investigation under the order evaluating other areas at the Ravenswood facility that may have contamination requiring remediation. The facility investigation has been approved by appropriate agencies. Century of West Virginia has completed interim remediation measures at two sites identified in the facility investigation, and we believe no further remediation will be required. A corrective measures study, which will formally document the conclusion of these activities, is being completed with the EPA. We believe a significant portion of the contamination on the two sites identified in the facility investigation is attributable to the operations of Kaiser, which had previously owned and operated the Ravenswood facility, and is the financial responsibility of Kaiser.

     On September 28, 2004, the Bankruptcy Court for the District of Delaware approved an agreement by Kaiser to transfer its environmental liability at Ravenswood to TRC Companies, Inc. and TRC Environmental Corporation. The Bankruptcy Court also approved an agreement between, Kaiser, TRC, Century of West Virginia and Pechiney Rolled Products, Inc., effective as of September 1, 2004, pursuant to which TRC assumed all of Kaiser’s environmental liabilities at Ravenswood. TRC also purchased insurance in amounts we believe are sufficient to cover the costs of any TRC liability at Ravenswood. Also, as of September 1, 2004, Century of West Virginia and Pechiney entered into an agreement releasing Century of West Virginia from all of the environmental indemnification obligations for Kaiser-related matters arising out of the Century of West Virginia’s 1999 sale of the Ravenswood rolling mill to Pechiney.

  Mt. Holly Facility

     We are not aware of any material cost of environmental compliance or any material environmental liability for which we would be responsible at the Mt. Holly facility.

  Nordural Facility

     Nordural is subject to various Icelandic and other environmental laws and regulations. These laws and regulations are subject to change, which changes could result in increased costs. Operating in a foreign country exposes us to political, regulatory, currency and other related risks. The Nordural facility, built in 1998, uses technology currently defined to be “best available technology” under the European Union’s Integrated Pollution Prevention and Control Directive of 1996, or IPPC. The operational restrictions for the Nordural facility, as determined by the Icelandic Minister for the Environment, are set forth in the facility’s operating license. The license currently allows for both the facility’s current and planned expansion capacity.

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  Vialco

     We are party to an EPA administrative order on consent pursuant to which other past and present owners of an alumina refining facility at St. Croix, Virgin Islands have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed. Lockheed Martin Corporation, which sold the facility to one of our affiliates, Virgin Islands Alumina Corporation, or Vialco, in 1989, has tendered indemnity and defense of this matter to Vialco pursuant to terms of the asset purchase agreement between Lockheed and Vialco. Our management does not believe Vialco’s liability under the order or its indemnity to Lockheed will require material payments. Through September 30, 2004, we have expended approximately $0.4 million on the Recovery Plan. Although there is no limit on the obligation to make indemnification payments, we expect the future potential payments under this indemnification will be approximately $0.2 million which may be offset in part by sales of recoverable hydrocarbons.

     We, along with others, including former owners of our former St. Croix facility, received notice of a threatened lawsuit alleging natural resources damages at the facility. We have entered into a joint defense agreement with the other parties who received notification of the threatened lawsuit. While it is not presently possible to determine the outcome of this matter, our known liabilities with respect to this and other matters relating to compliance and cleanup, based on current information, are not expected to be material and should not materially adversely affect our operating results. However, if more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered, or if contributions from other responsible parties with respect to sites for which we have cleanup responsibilities are not available, we may be subject to additional liability, which may be material.

 The Gramercy Assets

     On October 1, 2004, we and Noranda Finance Inc. jointly acquired the assets of the Gramercy alumina plant located near Gramercy, Louisiana, from Kaiser with bankruptcy court approval. Prior to closing, we and Noranda performed a pre-purchase due diligence investigation of the environmental conditions present at the Gramercy facility. The results of this investigation were submitted to state regulatory officials. In addition, as part of this submittal, we and Noranda agreed to undertake certain specified remedial activities at the Gramercy plant. As a result of this submittal, state environmental officials have confirmed that we and Noranda met the conditions for bona fide prospective purchase protections against liability for pre-existing environmental conditions at the facility. Accordingly, we do not believe we face any contingent environmental liabilities of a material nature resulting from our purchase of the Gramercy facility.

     In conjunction with the purchase of the Gramercy facility, we and Noranda jointly purchased Kaiser’s 49% interest in Kaiser-Jamaica Bauxite Company, or KJBC, a partnership located in Jamaica and 51% owned by the Jamaican government. Now reconstituted as St. Ann Jamaican Bauxite Partnership, the entity carries out bauxite mining, drying, storage and shipping operations. We and Noranda performed a pre-purchase due diligence investigation of the KJBC operations which disclosed no significant environmental liabilities or regulatory non-compliance. While it is impossible to predict what future environmental requirements might be, we do not believe that the acquisition of KJBC presents us with any material environmental liabilities.

Employees and Labor Relations

 Domestic Facilities

     We employ a work force of approximately 1,450 persons in the United States, consisting of 1,160 hourly employees and 290 salaried employees. We have approximately 540 hourly employees and 110 salaried employees at the Ravenswood facility, and approximately 620 hourly employees and 167 salaried employees at the Hawesville facility. The bargaining unit employees at the Ravenswood and Hawesville facilities are represented by the USWA. The employees at the Mt. Holly facility are employed by Alcoa and are not unionized. Our corporate office, located in Monterey, California, has 16 salaried employees.

     The represented hourly employees at the Ravenswood facility are covered by a labor agreement with the USWA that expires May 31, 2006. The agreement calls for fixed increases in hourly wages and provides for certain benefit adjustments each year.

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     In connection with the Hawesville acquisition, we negotiated a five-year collective bargaining agreement, expiring March 31, 2006, which covers all of the represented hourly employees at the Hawesville facility. The agreement provides for fixed increases in hourly wages in the first, third, fourth and fifth years and certain benefit adjustments over the life of the agreement.

     See “The Gramercy Acquisition” for a description of the work force employed at the Gramercy plant and Jamaican bauxite operations.

 Nordural

     In Iceland, we employ 195 people at the Nordural facility, of whom 163 are hourly employees and 32 are salaried. There are six national labor unions represented in Nordural’s unionized work force. The current labor contract with these unions, which sets forth the work rules and wages for the covered employees, expired on December 31, 2004. A new contract is expected to be settled early in 2005. Nordural expects to hire up to 160 new employees for the expansion, comprised of approximately 155 hourly employees and 5 salaried employees.

 Benefit Plans

     We maintain non-contributory defined benefit pension plans for all hourly and salaried employees and we contribute to a multi-employer benefit plan for the hourly employees at the Hawesville facility. In addition, we maintain post-retirement healthcare and life insurance benefit plans and defined contribution 401(k) plans for our salaried and hourly employees. Our management believes that relations with our employees are good.

Legal Proceedings

     Prior to Kaiser’s bankruptcy, we were a named defendant, along with Kaiser and many other companies, in civil actions brought by employees of third party contractors who alleged asbestos-related diseases arising out of exposure at facilities where they worked, including the Ravenswood facility. All of those actions relating to the Ravenswood facility have been dismissed or resolved with respect to us and Kaiser. Only 14 plaintiffs were able to show they had been on the Ravenswood premises during the period we owned the plant, and the parties have agreed to settle all of those claims for non-material amounts. We are awaiting receipt of final documentation of those settlements and the entry of dismissal orders. We do not expect the Kaiser’s bankruptcy will have any effect on the settlements reached on those asbestos claims. Since Kaiser’s bankruptcy, we were named in 81 additional actions based on similar allegations with unspecified monetary claims against us. To our knowledge, only two of the claimants were in the Ravenswood facility during our ownership, and both were employees of Kaiser and Century. These two claimants agreed to settle all of their claims for non-material amounts. The 79 others remain outstanding.

     We have pending against us or may be subject to various other lawsuits, claims and proceedings related primarily to employment, commercial, environmental and safety and health matters. Although it is not presently possible to determine the outcome of these matters, our management believes the ultimate disposition will not have a material adverse effect on our financial condition, results of operations, or liquidity. For a description of certain environmental matters involving our company, see “— Environmental Matters” included elsewhere in this prospectus.

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MANAGEMENT

Executive Officers

     The following table sets forth certain information concerning our executive officers. Each such person serves at the discretion of our board of directors.

			Business Experience and Principal Occupation or Employment
Name	Age		During the Past 5 Years; Positions Held with Century Aluminum
Craig A. Davis(1)		64	Our Chairman for more than five years; our Chief Executive Officer for more than five years.
Gerald J. Kitchen.		64	Our Executive Vice President, General Counsel and Chief Administrative Officer for more than five years.
David W. Beckley.		60	Our Executive Vice President and Chief Financial Officer for more than five years.
E. Jack Gates.		63	Our Executive Vice President since March 2003; our Chief Operating Officer since October 2003; our Vice President, Reduction Operations since December 2000; President and Chief Executive Officer of F.G. Pruitt, Inc., from 1997 until December 2000; various management positions with Reynolds Metals Company from 1964 until 1997.
Daniel J. Krofcheck.		51	Our Vice President and Treasurer for more than five years.
Steve Schneider.		49	Our Vice President and Corporate Controller since April 2002; our Corporate Controller since April 2001; Private Business Consultant from 2000 through April 2001; various management positions with Alcoa from 1977 until 2000.
Peter C. McGuire.		57	Our Vice President and Associate General Counsel since April 2002; our Associate General Counsel for more than five years.

(1) Mr. Davis, who served as our Chief Executive Officer prior to January 1, 2003, was elected our Chief Executive Officer on October 15, 2003.

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Directors

     Our board of directors consists of seven members, divided into three classes: Class I, Class II and Class III. Directors in each class are elected to serve for three-year terms, with each class standing for election in successive years.

Class III Directors with Terms to Expire in 2005

		Business Experience and Principal Occupation or	Director
Name and Age		Employment During Past 5 Years; Other Directorships	Since
Craig A. Davis	64	Our Chief Executive Officer since October 15, 2003; our Chairman of the Board since August 1995; our Chairman and Chief Executive Officer from August 1995 to December 2002; Director of Glencore International AG since December 1993 and Executive of Glencore from September 1990 to June 1996.		1995
Robert E. Fishman, Ph.D.(1)	53	Senior Vice President of Calpine Corporation since 2001; President of PB Power, Inc. from 1998 to 2001 and Senior Vice President from 1991 to 1998.		2002

Class I Directors with Terms to Expire in 2006

		Business Experience and Principal Occupation or	Director
Name and Age		Employment During Past 5 Years; Other Directorships	Since
Roman A. Bninski	58	Partner, law firm of Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York since 1984.		1996
Stuart M. Schreiber	50	Founder and Managing Director of Integis, Inc. since 1997; former partner of Heidrick & Struggles from 1988 to 1997.		1999
Willy R. Strothotte(4)	60	Chairman of the Board of Glencore International AG since 1994 and Chief Executive Officer from 1993 to December 2001; Chairman of the Board of Xstrata AG (formerly Südelektra Holding AG) since 1990.		1996

Class II Directors with Terms to Expire in 2007

		Business Experience and Principal Occupation or	Director
Name and Age		Employment During Past 5 Years; Other Directorships	Since
John C. Fontaine (1)(2)(3)	73	Of Counsel, law firm of Hughes Hubbard & Reed LLP since January 2000 and partner from July 1997 to December 1999; President of Knight-Ridder, Inc. from July 1995 to July 1997; Chairman of the Samuel H. Kress Foundation; Trustee of the National Gallery of Art.		1996

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		Business Experience and Principal Occupation or	Director
Name and Age		Employment During Past 5 Years; Other Directorships	Since
John P. O’Brien(1)(2)(3)	63	Managing Director of Inglewood Associates Inc. since 1990; Chairman of Allied Construction Products since March 1993; Director of Oglebay Norton Company since April 2003; Director of International Total Services, Inc. from August 1999 to January 2003; Director of American Italian Pasta Company from March 1997 to November 2002; Chairman and CEO of Jeffrey Mining Products L.P. from October 1995 to June 1999.		2000

(1)	Member of Audit Committee.
(2)	Member of Compensation Committee.
(3)	Member of Nominating Committee.
(4)	Mr. Strothotte was designated to serve as one of our directors by Glencore International AG.

     Directors’ Compensation

     Directors who are our full-time salaried employees are not compensated for their service on our board of directors or on any Board Committee. Non-employee directors receive an annual retainer of $25,000 for their services. In addition, each non-employee director received a fee of $2,000 during 2004 for each Board or Board Committee meeting attended, except for Mr. O’Brien, who, in his capacity as Chairman of the Audit Committee, received $3,000 per Audit Committee meeting attended. All directors are reimbursed for their travel and other expenses incurred in attending Board and Board Committee meetings.

     Under our Non-Employee Directors Stock Option Plan, each director who is not our employee received a one-time grant of options to purchase 10,000 shares of common stock. Mr. Bninski’s grant became effective upon the completion of our initial public offering at an exercise price equal to the initial public offering price, while grants to Messrs. Fishman, Fontaine, O’Brien, Schreiber, and Strothotte became effective upon their election as directors at an exercise price equal to the market price of our common stock at such times. One-third of the options vested on the grant date, and an additional one-third will vest or vested on each of the first and second anniversaries of the grant date. In addition, the Non-Employee Directors Stock Option Plan provides for annual grants of options to each non-employee director continuing in office after the annual meeting of stockholders each year at an exercise price equal to the market price of such shares on the date of the grant. During 2004, non-employee directors each received options to purchase 3,000 shares.

Executive Compensation

     Summary Compensation Table

     The following table sets forth information with respect to the compensation paid or awarded by us to our Chief Executive Officer and the four other most highly compensated executive officers (referred to collectively in this prospectus as the named executive officers) for services rendered in all capacities during 2002, 2003 and 2004.

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Summary Compensation Table

									Long-Term
									Compensation
			Annual Compensation						Awards/Payouts
							Other
							Annual				All Other
Name and							Compensation		LTIP		Compensation
Principal Position	Year		Salary ($)		Bonus ($)		($)(1)		Payouts ($)(2)		($)(3)
Craig A. Davis(4)		2004	$	809,167	$	1,810,000		-0-		—		$  9,600
Chairman and Chief		2003	$	558,333	$	525,000		-0-		$1,092,036		$  8,400
Executive Officer		2002	$	728,708	$	390,000	$	91,283		-0-		$  7,200
Gerald J. Kitchen		2004	$	281,292	$	497,775		-0-		—		$24,848
Executive Vice		2003	$	269,333	$	130,000		-0-		$  292,917		$27,179
President, General		2002	$	264,897	$	85,000	$	41,808		-0-		$30,745
Counsel, Chief Administrative Officer and Secretary
David W. Beckley		2004	$	279,083	$	431,200		-0-		—		$13,065
Executive Vice		2003	$	266,896	$	129,000		-0-		$  289,929		$10,845
President and Chief		2002	$	260,905	$	85,000		-0-		-0-		$  9,645
Financial Officer
E. Jack Gates(5)		2004	$	310,417	$	511,250		-0-		—		$14,249
Executive Vice		2003	$	235,842	$	125,000		-0-		$  165,539		$13,114
President and		2002	$	189,000	$	80,000		-0-		-0-		$  8,690
Chief Operating Officer
Daniel J. Krofcheck		2004	$	195,292	$	341,700		-0-		—		$13,202
Vice President and		2003	$	187,135	$	86,000	$	5,795		$  159,340		$14,456
Treasurer		2002	$	179,884	$	75,000		-0-		-0-		$13,870

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(1)	Represents reimbursement of interest on funds borrowed to pay estimated taxes due upon the vesting of performance share grants.
(2)	On or about March 21, 2005, the compensation committee of our board of directors may award performance share units to the named executive officers based on our attainment of certain award targets for the three-year period from 2002 through 2004. See “Long-Term Incentive Plan Awards Table.” LTIP Payouts for 2003 represent the value realized by the named executive officers for performance share units that vested based on our achievement of award targets for the three-year period from 2001 through 2003, as determined by our Compensation Committee on April 13, 2004. The value of the vested performance share units was calculated using a per share price of $24.35, the last reported sale price of our common stock on the NASDAQ National Market on April 13, 2004, the date of vesting. Also includes accrued dividend equivalents paid to Messrs. Davis, Kitchen, Beckley, Gates and Krofcheck upon the vesting of the performance share units in the amounts of $15,474, $4,151, $4,108, $2,346 and $2,258, respectively.
(3)	All other compensation is comprised of matching contributions under our Defined Contribution Retirement Plan for each of the named executive officers. In 2004, those contributions were $9,600 for each of Messrs. Davis, Kitchen, Beckley and Gates and $6,879 for Mr. Krofcheck. All other compensation also includes Company-paid life insurance premiums in 2004 in the amounts of $2,445, $3,465, $4,055 and $3,415 for Messrs. Kitchen, Beckley, Gates and Krofcheck, respectively, and $12,803, $2,908, and $594 for imputed interest income for below-market interest rate tax loans for Messrs. Kitchen, Krofcheck, and Gates, respectively.
(4)	Mr. Davis served as Chairman and Chief Executive Officer until January 1, 2003, when he was succeeded as Chief Executive Officer. Mr. Davis continued to serve as Chairman of the Board of Directors and was reelected as Chief Executive Officer on October 15, 2003.
(5)	Mr. Gates was elected Executive Vice President effective April 1, 2003.

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     Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Value Table

     The following table sets forth information regarding the shares acquired and value realized by the named executive officers upon the exercise of options during 2004 and the aggregate number and value of options held by the named executive officers at December 31, 2004.

Aggregated Option Exercises In Last Fiscal Year and FY-End Option Values

					Number of Shares
					Underlying			Value of
	Shares				Unexercised Options			Unexercised Options
	Acquired On		Value Realized		at December 31, 2004			at December 31, 2004
Name	Exercise (#)		($)(1)		(#)			($)(2)
					Exercisable		Unexercisable	Exercisable		Unexercisable
Craig A. Davis		127,000	$	1,468,881		23,000	0	$	304,980	—
Gerald J. Kitchen		61,666	$	711,711		0	0		—	—
David W. Beckley		80,000	$	925,612		0	0		—	—
E. Jack Gates		10,000	$	177,973		10,000	0	$	192,100	—
Daniel J. Krofcheck		—		—		10,000	0	$	100,100	—

(1)	The value realized represents the difference between the exercise price of the options and the last reported sale price of our common stock on the NASDAQ National Market on the respective dates the options were exercised.
(2)	Value of unexercised options is calculated on the basis of the difference between the respective option exercise prices and $26.26, the last reported sale price for our common stock on the NASDAQ National Market on December 31, 2004.

Long-Term Incentive Plan Awards Table

     The following table sets forth information with respect to performance shares awarded to the named executive officers during 2004 under our 1996 Stock Incentive Plan.

Long-Term Incentive Plans – Awards in Last Fiscal Year

			Performance or
			Other Period		Estimated Future Common Stock Payouts
			Until		Under Non-Stock Price-Based Plans
	Performance		Maturation or
Name	Shares (#)(1)		Payout		Threshold (#)	Target (#)(2)		Maximum (#)(3)
Craig A. Davis		27,887		2004-2006	-0-		27,887		41,831
Gerald J. Kitchen		7,837		2004-2006	-0-		7,837		11,756

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			Performance or
			Other Period		Estimated Future Common Stock Payouts
			Until		Under Non-Stock Price-Based Plans
	Performance		Maturation or
Name	Shares (#)(1)		Payout		Threshold (#)	Target (#)(2)		Maximum (#)(3)
David W. Beckley		7,780		2004-2006	-0-		7,780		11,670
E. Jack Gates		8,581		2004-2006	-0-		8,581		12,872
Daniel J. Krofcheck		4,076		2004-2006	-0-		4,076		6,114

(1)	Performance shares represent shares of our common stock that, upon vesting, are issued to the award recipient. Except as described herein, performance shares are forfeited if the award recipient is not employed full-time by us at the end of the award cycle period. In the event of death, disability or retirement, the award recipient will receive a pro rata award based upon the number of weeks employed during the award cycle period. To the extent dividends are paid on our common stock, dividend equivalents accrue on performance shares and are paid upon vesting.
(2)	Target payouts represent the target number of shares that will vest if we achieve specified performance targets, or award targets, in their entirety for the period. Award targets are based upon guidelines adopted under the 1996 Stock Incentive Plan. The Compensation Committee of the Board of Directors has retained full discretion to modify awards under the guidelines. If award targets are not achieved in their entirety, awards may be adjusted downward or eliminated in their entirety. In addition, regardless of performance against award targets, the committee’s discretion includes the right to determine that, should circumstances warrant, no award would be payable.
(3)	Maximum payouts represent the maximum number of shares that the Compensation Committee is authorized to award if we exceed all of our award targets. In cases where the target is exceeded, the number of shares vested in excess of the target number of shares is calculated by converting the excess award into cash and reconverting the excess award into shares at the greater of (i) the share price at the time of the award, or (ii) the average share price for the month preceding the month in which the shares vest.

     Pension Plan Table

     We maintain a non-contributory defined benefit pension plan for our salaried employees who meet certain eligibility requirements. The following table shows estimated annual benefits payable upon retirement in specified compensation and years of service classifications. The figures shown include supplemental benefits payable to the named executive officers, exclusive of benefits payable under the enhanced supplemental retirement plan described below.

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	Years of Credited Service
Remuneration	5		10		15		20		25		30		35		40
$   100,000	$	7,500	$	15,000	$	22,500	$	30,000	$	37,500	$	45,000	$	52,500	$	60,000
$   200,000	$	15,000	$	30,000	$	45,000	$	60,000	$	75,000	$	90,000	$	105,000	$	120,000
$   300,000	$	22,500	$	45,000	$	67,500	$	90,000	$	112,500	$	135,000	$	157,500	$	180,000
$   400,000	$	30,000	$	60,000	$	90,000	$	120,000	$	150,000	$	180,000	$	210,000	$	240,000
$   500,000	$	37,500	$	75,000	$	112,500	$	150,000	$	187,500	$	225,000	$	262,500	$	300,000
$   600,000	$	45,000	$	90,000	$	135,000	$	180,000	$	225,000	$	270,000	$	315,000	$	360,000
$   700,000	$	52,500	$	105,000	$	157,500	$	210,000	$	262,500	$	315,000	$	367,500	$	420,000
$   800,000	$	60,000	$	120,000	$	180,000	$	240,000	$	300,000	$	360,000	$	420,000	$	480,000
$   900,000	$	67,500	$	135,000	$	202,500	$	270,000	$	337,500	$	405,000	$	472,500	$	540,000
$1,000,000	$	75,000	$	150,000	$	225,000	$	300,000	$	375,000	$	450,000	$	525,000	$	600,000
$1,100,000	$	82,500	$	165,000	$	247,500	$	330,000	$	412,500	$	495,000	$	577,500	$	660,000
$1,200,000	$	90,000	$	180,000	$	270,000	$	360,000	$	450,000	$	540,000	$	630,000	$	720,000
$1,300,000	$	97,500	$	195,000	$	292,500	$	390,000	$	487,500	$	585,000	$	682,500	$	780,000
$1,400,000	$	105,000	$	210,000	$	315,000	$	420,000	$	525,000	$	630,000	$	735,000	$	840,000

     The plan provides lifetime annual benefits starting at age 62 equal to twelve (12) multiplied by the greater of: (i) 1.5% of final average monthly compensation multiplied by years of credited service (up to 40 years), or (ii) $22.25 multiplied by years of credited service (up to 40 years), less the total monthly vested benefit payable as a life annuity at age 62 under plans of a predecessor. Final average monthly compensation means the highest monthly average for 36 consecutive months in the 120-month period ending on the last day of the calendar month completed at or prior to a termination of service. Participants’ pension rights vest after a five-year period of service. An early retirement benefit (actuarially reduced beginning at age 55) and a disability benefit are also available.

     The compensation covered by the plan includes all compensation, subject to certain exclusions, before any reduction for 401(k) contributions, subject to the maximum limits under the Internal Revenue Code of 1986, as amended, or the Code. The years of credited service for Messrs. Davis, Kitchen, Beckley, Gates and Krofcheck at December 31, 2004, were approximately 12, 9, 9, 4 and 7, respectively.

Supplemental Retirement Income Benefit Plan

     We adopted a Supplemental Retirement Income Benefit Plan, or SRP, in 2001. The SRP provides selected senior executives with supplemental benefits in addition to those benefits they are entitled to receive under the Company’s qualified retirement plans. Those benefits include an unfunded supplemental amount equal to the amount that would normally be paid under the Company’s qualified retirement plans if there were no limitations under Sections 415 and 401(a)(17) of the Code. In addition, final average monthly compensation for purposes of calculating the supplemental benefit will be determined by reference to compensation in the three calendar years of employment out of the last ten calendar years of employment which produces the highest monthly average. Messrs. Davis, Gates, Kitchen and Beckley participate in these benefits.

     The SRP also permits selected senior executives to achieve estimated levels of retirement income when, due to the executive’s age and potential years of service at normal retirement age, benefits under our existing qualified and nonqualified defined benefit pension plans are projected to be less than a specified percentage of the executive’s estimated final average annual pay. Messrs. Davis, Kitchen and Beckley were selected to participate in these benefits at fifty percent (50%) of their estimated final average compensation during each executive’s final five years of service. We believe this level of retirement benefits is commensurate with retirement benefits paid to senior executives of comparable companies. Under the enhanced SRP, these senior executives will be entitled to receive an annual supplemental retirement benefit in the following amounts if, from January 1, 2001, they remain employed by us for a period of four years in the case of Mr. Davis and five years in the cases of Messrs. Kitchen and Beckley: Craig A. Davis, $425,000; Gerald J. Kitchen, $145,000; and David W. Beckley, $145,000.

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     If an executive’s employment is terminated prior to the end of the requisite period, the annual supplemental retirement benefit will be reduced pro rata for each year of employment less than the required four or five years. However, an executive will receive the full benefit in the event of disability, change in control or termination of employment without cause. We have invested funds to meet the enhanced SRP obligations through the purchase of key-man life insurance policies on the lives of the participating executives. The policies are owned by us and have been placed in Rabbi Trusts to secure our payment obligations.

Employment Agreements

     We have employment agreements with each of Messrs. Craig A. Davis, Gerald J. Kitchen and David W. Beckley, which were amended effective December 9, 2003, that provide for terms of employment through December 31, 2005. We have an employment agreement with Mr. E. Jack Gates, effective October 14, 2003, that provides for a term of employment of two years.

     The employment agreements with Messrs. Davis, Kitchen, Beckley and Gates provide that their base salaries may not be reduced below $780,000, $274,000, $272,000 and $300,000 per year, respectively. The agreements further provide that the base salaries are subject to increase from time to time at the discretion of the Board of Directors. In addition, the executives are eligible for bonuses in accordance with our annual incentive plan and stock option grants and performance share awards under our 1996 Stock Incentive Plan. Under the terms of Mr. Davis’ agreement, he will be eligible to receive a retention bonus on or before the end of 2005 equal to one year of his then-current base pay and a success bonus, in an amount to be determined by the Compensation Committee, if we complete one or more transactions which are deemed to have “transformed” our company. In the event of termination of employment “without cause,” the terminated executive will be entitled to receive termination payments equal to 100% of his base salary and bonus (based on the highest annual bonus payment within the prior three years) for the remainder of the term of the agreement (with a minimum of one year’s salary plus bonus). Any termination payments under the employment agreements may not be duplicated under the severance compensation agreements described below.

Severance Compensation Arrangements

     We are party to severance compensation agreements with each of Messrs. Craig A. Davis, Gerald J. Kitchen, David W. Beckley and E. Jack Gates. The agreements provide that if within 36 months following a change in control of the company, the executive’s employment is terminated either: (i) by us for other than cause or disability, or (ii) by such executive for good reason, then such executive will receive a lump sum payment equal to three times the aggregate of the highest base salary and the highest bonus received by such executive in any of the most recent five years. Also, in the event of a change in control, the exercisability of stock options and the vesting of performance shares held by such executives will be accelerated.

     The Code imposes certain excise taxes on, and limits the deductibility of, certain compensatory payments made by a corporation to or for the benefit of certain individuals if such payments are contingent upon certain changes in the ownership or effective control of the corporation or the ownership of a substantial portion of the assets of the

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corporation, provided that such payments to the individual have an aggregate present value in excess of three times the individual’s annualized includible compensation for the base period, as defined in the Code. The agreements provide for additional payments to the executives in order to fully offset any excise taxes payable by an executive as a result of the payments and benefits provided in the severance compensation agreements.

Compensation Committee Interlocks and Insider Participation

     During 2004, the members of the Compensation Committee were Messrs. John C. Fontaine, William R. Hampshire and John P. O’Brien. Mr. Hampshire served as President and Chief Operating Officer of Century Aluminum of West Virginia, Inc. (formerly Ravenswood Aluminum Corporation and a subsidiary of Century Aluminum Company) from April 1992 through January 1993. Mr. Hampshire retired as a director of Century Aluminum Company effective December 31, 2004.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of February 7, 2005, we had 32,040,132 shares of our common stock outstanding. The following table sets forth certain information concerning the beneficial ownership of our common stock as of February 7, 2005 (except as otherwise noted) by (i) each person known by us to be the beneficial owner of five percent or more of the outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers named in the summary compensation table under “Management – Executive Compensation”, and (iv) all of our directors and executive officers as a group.

	Amount and Nature of
Name of Beneficial Owner	Beneficial Ownership(1)			Percentage of Class
Glencore International AG		9,320,089	(2)		29.1
David W. Beckley		68,012			*
Roman A. Bninski		25,000	(3)		*
Craig A. Davis		217,290	(4)		*
Robert E. Fishman		1,500	(5)		*
John C. Fontaine		8,750	(6)		*
E. Jack Gates		18,140	(7)		*
Gerald J. Kitchen		65,293			*
Daniel J. Krofcheck		39,920	(8)		*
John P. O’Brien		23,500	(9)		*
Stuart M. Schreiber		20,500	(10)		*
Willy R. Strothotte		25,000	(11)		*
All directors and executive officers as a group (13 persons)		571,716	(12)		1.8

*	Less than one percent.
(1)	Each individual or entity has sole voting and investment power, except as otherwise indicated.
(2)	Based upon information set forth in a Schedule 13D filing dated May 25, 2004, Glencore International AG beneficially owns such shares through its subsidiary, Glencore AG. The business address of each of Glencore International AG and Glencore AG is Baarermattstrasse 3, P.O. Box 555, CH 6341, Baar, Switzerland.
(3)	Includes 25,000 shares which are subject to presently exercisable options.
(4)	Includes 23,000 shares which are subject to presently exercisable options. Excludes 9,320,089 shares beneficially owned by Glencore International AG, of which Mr. Davis is a director.
(5)	Includes 1,500 shares which are subject to presently exercisable options.
(6)	Includes 8,500 shares which are subject to presently exercisable options. Also includes 250 shares that Mr. Fontaine owns jointly with his wife.
(7)	Includes 10,000 shares which are subject to presently exercisable options.
(8)	Includes 10,000 shares which are subject to presently exercisable options.
(9)	Includes 18,500 shares which are subject to presently exercisable options.
(10)	Includes 20,500 shares which are subject to presently exercisable options.
(11)	Includes 25,000 shares which are subject to presently exercisable options. Excludes 9,320,089 shares beneficially owned by Glencore International AG, of which Mr. Strothotte serves as Chairman.
(12)	Includes 181,924 shares which are subject to presently exercisable options. Excludes 9,320,089 shares beneficially owned by Glencore International AG.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Purchases from Glencore

     In 2002, 2003 and 2004, we purchased alumina from Glencore principally under the supply contracts described below. In addition, we purchased primary aluminum from Glencore in 2003 and 2004, and, in 2004, we purchased an alumina option from Glencore in order to provide greater certainty for the supply of alumina to our Hawesville facility. In the aggregate, our purchases from Glencore, which were made on an arms’-length basis at market prices, totaled $97.5 million in 2002, $99.2 million in 2003 and $100.1 million in 2004. We purchase approximately 46% of our alumina requirements for our 49.7% interest in the Mt. Holly facility from Glencore under a supply contract which runs through January 31, 2008. Glencore supplies the remaining 54% of our alumina requirements at the Mt. Holly facility and all of our alumina requirements at our Ravenswood facility under two five-year contracts that run through 2006. During 2002, 2003 and 2004, all of our alumina requirements at the Mt. Holly facility and the Ravenswood facility were purchased from Glencore under these separate supply contracts.

Sales to Glencore

     We sold primary aluminum to Glencore in 2002, 2003 and 2004. For the years ended December 31, 2002, 2003 and 2004, net sales to Glencore amounted to $107.6 million, $121.9 million and $163.2 million, respectively, including any gains and losses realized on the settlement of financial contracts. Sales of primary aluminum to Glencore amounted to 15.1%, 16% and 15.4% of our total revenues in 2002, 2003 and 2004, respectively. Our primary aluminum sales to Glencore in 2002, 2003 and 2004 were made on an arms’-length basis at market prices.

     We had a contract to sell to Glencore approximately 110 million pounds of primary aluminum produced at the Mt. Holly facility each year through December 31, 2009 at prices which were fixed from 2002 through 2009. In January 2003, we agreed to terminate and settle this contract for the years 2005 through 2009. At that time, we entered into a new contract with Glencore that requires us to deliver the same quantity of primary aluminum as did the original contract for those years. The new contract provides for variable pricing determined by reference to the LME price for primary aluminum for the years 2005 through 2009. The price for the primary aluminum we delivered through 2004 was fixed.

     On April 1, 2003, we received $35.5 million from Glencore, $26.1 million of which related to the settlement of the original contract for the years 2005 through 2009, and $9.4 million of which represented the fair value of the new contract. Apart from the original contract, we had forward delivery commitments to sell to Glencore 948.0 million pounds of primary aluminum at December 31, 2004.

     As of December 31, 2004, we had outstanding forward financial sales contracts with Glencore for 1,686.4 million pounds of primary aluminum, of which 1,023.7 million pounds were designated as cash flow hedges. These financial instruments are scheduled for settlement at various dates in 2004 through 2011. In November 2004, we entered into a forward financial sales contract with Glencore for the years 2006 through 2010. Under this contract, which is for a minimum of 662.7 million pounds of primary aluminum, the volume of forward sales each month would double if the market price for primary aluminum meets or exceeds a stated threshold during that month. We intend to continue to enter into hedging arrangements with Glencore in the future.

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Hawesville Acquisition and Concurrent Sale of 20% Interest to Glencore

     On April 2, 2001, we completed the acquisition of the Hawesville facility from Southwire Company, a privately -held wire and cable manufacturing company. The purchase price was $466.8 million, plus the assumption of $7.8 million aggregate principal amount of industrial revenue bonds related to the Hawesville facility. As part of the acquisition, we agreed to make additional post-closing payments to Southwire of up to $7.0 million based on the LME price for aluminum during the seven years following the acquisition. No post-closing payments had been made to Southwire through December 31, 2004; however, if LME prices remain at or above current levels, Southwire will be entitled to receive the entire $7.0 million in 2005. The purchase price for the acquisition of the Hawesville facility was determined through arms’-length negotiations between us and Southwire.

     We financed a portion of the cash purchase price for the acquisition of the Hawesville facility with $25.0 million in proceeds from the sale to Glencore of 500,000 shares of our convertible preferred stock. The convertible preferred stock was sold to Glencore pursuant to the terms of a convertible preferred stock purchase agreement, dated as of March 30, 2001, between us and Glencore. The price and terms of the convertible preferred stock were determined through arms’-length negotiations between us and Glencore. On May 19, 2004, we issued 1,395,089 shares of our common stock to Glencore after Glencore exercised its option to convert the convertible preferred stock into shares of our common stock at a price of $17.92 per share. We paid accumulated dividends on the preferred stock of $3.3 million prior to conversion.

     Concurrently with the closing of the Hawesville acquisition, we sold a 20% interest in the Hawesville facility and related rights to Glencore pursuant to the terms of an asset purchase agreement, dated April 2, 2001, between us and Glencore. The cash purchase price paid by Glencore to us was $97.8 million. Glencore also assumed direct responsibility for a pro rata portion of certain liabilities and obligations related to the Hawesville facility, including: (i) delivery obligations under a molten aluminum supply agreement, dated April 1, 2001, between us and Southwire, (ii) debt service obligations related to $7.8 million in industrial revenue bonds assumed by us in connection with our acquisition of the Hawesville facility, (iii) any post-closing payments due Southwire under the terms of our agreement with Southwire, and (iv) certain other post-closing liabilities and obligations (including environmental) related to the Hawesville facility. We and Glencore had entered into an owners agreement concurrently with the closing of sale to Glencore which, notwithstanding their separate ownership of specific assets at the Hawesville facility, provided that each party is entitled to a pro rata portion of the aggregate production of the Hawesville facility and is obligated to pay its pro rata portion of the expenses of the facility. In addition, the owners agreement had provided that Glencore would pay to us a management fee equal to 0.75% of the value of the primary aluminum produced for Glencore at the Hawesville facility as compensation for our services as operator of the facility.

Acquisition of Remaining Interest in the Hawesville Facility

     On April 1, 2003, we acquired the remaining 20% interest in the Hawesville facility owned by Glencore, together with certain related assets, for a purchase price of $99.4 million, which we financed with approximately $59.4 million in available cash and by issuing a six-year $40.0 million promissory note to Glencore. In the fourth quarter of 2003, we repaid $26.0 million of outstanding principal under the Glencore note. The payment consisted of a $1.0 million required payment and a $25.0 million prepayment of principal. In April 2004, we repaid the remaining $14.0 million of outstanding principal. The payment consisted of a $2.0 million required principal payment and an optional $12.0 million prepayment of principal. The Glencore note bore interest at a rate of 10% per annum and was due to mature on April 1, 2009.

     Our purchase of the remaining 20% interest in the Hawesville facility was effected pursuant to the terms of an asset purchase agreement, dated as of April 1, 2003, among us, Glencore Ltd., Glencore Acquisition I LLC, and Hancock. The terms of the asset purchase agreement, including the purchase price paid for the remaining 20% interest in the Hawesville facility, were determined through arms’-length negotiations between the parties and approved by an independent committee of our board of directors.

     Upon our acquisition of the remaining 20% interest in the Hawesville facility from Glencore in April 2003, we assumed all of Glencore’s obligations related to the Hawesville facility discussed above. We also issued a promissory note to Glencore to secure any payments Glencore might make as guarantor of a letter of credit we posted in April 2001 in support of the IRBs. In connection with this acquisition, we entered into a 10-year contract with Glencore commencing January 1, 2004, under which Glencore is required to purchase 45 million pounds per

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year of primary aluminum produced at the Ravenswood and Mt. Holly facilities at prices based on then-current markets.

     Tolling Agreement with Glencore

          On August 1, 2004, we entered into a ten-year LME-based alumina tolling agreement with Glencore for 198 million pounds of the expansion capacity at the Nordural facility. The term of the agreement will begin upon completion of the expansion, which is expected to be in late-2006.

Certain Business Relationships

     Mr. Craig A. Davis, our Chief Executive Officer and Chairman, is a director of Glencore International AG and was an executive of Glencore International AG and Glencore AG from September 1990 until June 1996.

     Mr. Willy R. Strothotte, one of our directors, is Chairman of the Board of Directors of Glencore International AG and served as its Chief Executive Officer from 1993 through 2001.

     Mr. Roman A. Bninski, one of our directors, is a partner of Curtis, Mallet-Prevost, Colt & Mosle LLP, which furnishes legal services to us and Glencore.

     Mr. Stuart M. Schreiber, one of our directors, is the managing director and owner of Integis, Inc., which received $221,612 in fees for management and executive search services provided to us in 2004.

Indebtedness of Management

     Until July 30, 2002, we sponsored a program whereby we offered full-recourse loans to our executives to pay their tax liability upon the award of stock grants or the vesting of performance shares. Each tax loan is secured by the vested or awarded shares valued at not less than twice the amount of the tax loans and must be repaid on the earlier of: (i) the due date or January 2, 2017, (ii) on a pro rata basis upon the sale of any shares securing the tax loan prior to the due date, or (iii) 120 days following the termination of the executive’s employment. We pay the interest on the tax loan for each executive, which is equal to the applicable short-term federal funds rate, compounded semi-annually. In order to comply with the requirements of Section 402 of the Sarbanes-Oxley Act of 2002, we eliminated our tax loan and relocation loan programs effective July 30, 2002. Any loans outstanding under those programs as of such date will be repaid in accordance with their original terms.

     During 2004, the following executives had amounts outstanding under our tax loan program:

		Largest Aggregate
		Amount of Tax Loans		Aggregate Tax Loans
		Outstanding during		Outstanding at
Name	Position	2004		2/1/2005
Gerald J. Kitchen	Executive Vice
	President, General
	Counsel, Chief
	Administrative
	Officer and
	Secretary	$	287,000	$	184,000
Daniel J. Krofcheck	Vice President and
	Treasurer	$	81,732	$	0
Peter C. McGuire	Vice President and
	Associate General
	Counsel	$	68,992	$	33,992

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DESCRIPTION OF CERTAIN INDEBTEDNESS

     The following is a summary of certain of our indebtedness. To the extent this summary contains descriptions of documents relating to the revolving credit facility, first mortgage notes, and convertible notes, such descriptions do not purport to be complete and are qualified in their entirety by reference to such documents, which are exhibits or incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

Revolving Credit Facility

     On April 2, 2001, we entered into a $100.0 million senior secured revolving credit facility with a syndicate of banks and other lenders for whom Fleet Capital Corporation, or Fleet, acts as administrative agent and Fleet Securities Inc., acts as lead arranger, advisor and syndication manager. Credit Suisse First Boston, New York Branch, acted as syndication agent.

     General. Century Aluminum Company and certain of its subsidiaries are borrowers under the revolving credit facility. Available funds under the revolving credit facility may be used for working capital, capital expenditures and other general corporate purposes. The availability of funds under the revolving credit facility is limited by a specified borrowing base consisting of (1) 85% of eligible accounts receivable not owed by Glencore plus the lesser of (x) $10.0 million and (y) 85% of receivables owed by Glencore and (2) 65% of eligible inventory, net of an availability reserve of $30.0 million and any additional reserve added by the agent from time to time in its reasonable discretion. Inventory is valued on a FIFO basis for purposes of determining the borrowing base. We measure our borrowing base at month-end. During the year ended December 31, 2003, the lowest borrowing base was $47.7 million and the highest borrowing base was $68.1 million under the revolving credit facility. At September 30, 2004, we had a borrowing base of $76.8 million under the revolving credit facility. We had no outstanding borrowings under the revolving credit facility as of September 30, 2004. As part of the funds available under the revolving credit facility, we can obtain letters of credit in an aggregate amount not exceeding $10.0 million. Borrowings are available subject to compliance with customary borrowing conditions, including the accuracy of all representations and warranties in, and the absence of any default under, the revolving credit facility.

     Guaranty. Our obligations under the revolving credit facility are unconditionally guaranteed by our domestic subsidiaries (other than Century Aluminum of Kentucky, LLC and certain subsidiaries formed in connection with the Nordural and Gramercy acquisitions) and secured by a first priority, perfected security interest in all accounts receivable and inventory belonging to Century Aluminum Company and its subsidiary borrowers.

     Interest Rates and Fees. Amounts outstanding under our revolving credit facility bear interest, at our option, at either a floating LIBOR or Fleet National Bank’s base rate plus the applicable interest margin. The applicable interest margin is determined based on our ratio of consolidated indebtedness to consolidated EBITDA, as defined in the revolving credit facility. For amounts outstanding under the revolving credit facility, the applicable interest margin ranges from 2.25% to 3.0% over the LIBOR and 0.75% to 1.5% over the base rate. In addition, we pay a commitment fee of 0.5% per year on undrawn amounts.

     We are required to pay a letter of credit fee equal to the applicable margin for LIBOR loans on the face amount of all standby letters of credit and a fee equal to that margin less 0.5% for documentary letters of credit. We are also required to pay certain fronting and other fees.

     Maturity. The revolving credit facility will mature on April 1, 2006.

     Prepayments. We can make voluntary prepayments of amounts outstanding under the revolving credit facility, in whole or in part without premium or penalty, subject to standard LIBOR breakage costs. We are required to apply the proceeds from sales of accounts receivable or inventory, other than sales of inventory in ordinary course of business, to repay amounts outstanding under the revolving credit facility and correspondingly reduce the commitments thereunder.

     Covenants. Under the terms of the revolving credit facility, we are subject to customary affirmative, negative and financial covenants, including restrictions on: capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends and distributions, redemptions of junior capital, and payments on junior capital and investments.

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     Events of Default. The revolving credit facility contains customary events of default including, without limitation, nonpayment, misrepresentation, breach of covenant, insolvency, bankruptcy, ERISA violations, certain judgments, change of control (as defined in the revolving credit facility) and cross defaults.

First Mortgage Notes

     In connection with the 2004 refinancing, we commenced a tender offer to purchase up to 100% of our outstanding $325.0 million aggregate principal amount 11.75% senior secured first mortgage notes due 2008, together with a solicitation of consents to amend the indenture governing the remaining outstanding first mortgage notes to remove substantially all restrictive covenants. We had received consents from holders of more than 96% of our outstanding first mortgage notes, which were sufficient to effect the proposed amendment to the first mortgage notes indenture. Accordingly, we, the guarantors party to the indenture for the first mortgage notes and Wilmington Trust Company, as trustee, entered into a third supplemental indenture, dated as of August 6, 2004. The third supplemental indenture, which became operative after the first mortgage notes validly tendered and not withdrawn were accepted for payment, amended the first mortgage notes indenture to eliminate substantially all of the restrictive covenants and certain default provisions contained in the first mortgage notes indenture. The tender offer expired at 10:00 a.m., New York City time, on August 26, 2004, and we purchased $315,055,000 in aggregate principal amount of the first mortgage notes validly tendered in the tender offer and not withdrawn. Following the purchase of the first mortgage notes accepted in the tender offer, $9,945,000 in aggregate principal amount of the first mortgage notes remain outstanding and are scheduled to mature on April 15, 2008.

     The first mortgage notes are guaranteed by our domestic restricted subsidiaries.

     Ranking; Security. The first mortgage notes rank equally in right of payment with all of our existing and future senior indebtedness and rank senior in right of payment to all of our existing and future subordinated indebtedness. The subsidiary guarantees rank equally in right of payment to the other senior indebtedness of the guarantors and senior in right of payment to all subordinated indebtedness of the guarantors. To secure payment of the principal of, and premium and interest on, the first mortgage notes, we granted a security interest in 80% of the real property, plant and equipment comprising the Hawesville facility and 100% of the same comprising the Ravenswood facility, in each case to the collateral agent for the benefit of the trustee and the holders of the first mortgage notes. Our interest in the Mt. Holly property, plant and equipment was not pledged as collateral.

     Redemption. Under the indenture governing our first mortgage notes, we may redeem any of the first mortgage notes beginning on April 15, 2005. The initial redemption price is 105.875% of the principal amount, plus accrued interest. The redemption price will decline each year after 2005 and will be 100% of the principal amount, plus accrued interest, beginning on April 15, 2007.

Convertible Notes

     In connection with the 2004 refinancing, we sold $175.0 million of 1.75% convertible senior notes due 2024 in a private offering exempt from the registration requirements of the Securities Act. The offering closed on August 9, 2004. A portion of the net proceeds from the sale of our senior notes and from the sale of our convertible notes was used to finance our tender offer and consent solicitation for our first mortgage notes and for general corporate purposes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments - The 2004 Refinancing.”

     Ranking; Guarantee. The convertible notes are senior unsecured obligations and rank, in right of payment, the same as all of our existing and future senior unsecured indebtedness, including the senior notes. Our obligations under the convertible notes are guaranteed by our substantial existing and future domestic restricted subsidiaries, in each case, if and for so long as such subsidiary continues to guarantee our senior notes.

     Covenants; Redemptions. The indenture governing the convertible notes does not contain any financial covenants, but requires us to repurchase our convertible notes at the option of the holders upon the occurrence of certain events constituting a “Fundamental Change,” which include change in control events and termination in trading of our stock, at a price equal to 100% of their principal amount, plus accrued interest and a make-whole premium payable based on the stock price for Century Aluminum Company common stock at such time. Century Aluminum Company will also be required to offer to repurchase the convertible notes on August 1, 2011, 2014 and 2019 at a price equal to 100% of their principal amount plus accrued interest, if any. The notes will be redeemable

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at our option at a price equal to 100% of their principal amount plus accrued interest, if any, at any time on or after August 6, 2009.

     Conversion. The notes are convertible at any time at an initial conversion rate of 32.7430 shares of Century Aluminum Company common stock per $1,000 principal amount of convertible notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. Upon conversion of the convertible notes, we will be required to pay cash in respect of the conversion obligation (determined as the number of shares into which the note is convertible multiplied by our stock price at such time) up to the principal amount of the note. Any excess conversion obligation can be paid at our option in cash, common stock, or a combination thereof. Upon any conversion in connection with a Fundamental Change, we will be required to also deliver the make-whole premium, and accrued and unpaid interest, if any.

Industrial Revenue Bonds

     As part of the purchase price for our acquisition of the Hawesville facility, we assumed industrial revenue bonds in the aggregate principal amount of $7.8 million which were issued in connection with the financing of certain solid waste disposal facilities constructed at the Hawesville facility. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the industrial revenue bonds consistent with its 20% ownership interest in the Hawesville facility. As part of our acquisition of Glencore’s 20% interest in the Hawesville facility in April 2003, we assumed all of the liabilities related to the industrial revenue bonds. The industrial revenue bonds mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based upon prevailing rates for similar bonds in the industrial revenue bond market. Interest on the industrial revenue bonds is paid quarterly. At September 30, 2004, the interest rate on the industrial revenue bonds was 1.38%. The bonds are classified as current liabilities because they are remarketed weekly and, under the indenture governing the bonds, repayment upon demand could be required if there is a failed remarketing.

     The industrial revenue bonds are secured by a Glencore guaranteed letter of credit. We have agreed to reimburse Glencore for all costs arising from the letter of credit and have secured the reimbursement obligation with a first priority security interest in the 20% interest in the Hawesville facility we purchased from Glencore on April 1, 2003. Our maximum potential reimbursement obligations for the Glencore letter of credit would be approximately $8.2 million.

Nordural Debt

     As of September 30, 2004, Nordural had $83.4 million of debt, which principally consisted of debt originally incurred in connection with the construction of the Nordural facility in 1998 and an expansion completed in June 2001. On February 10, 2005, Nordural executed definitive agreements and documents related to a new $365 million term loan facility that will replace its existing $185.0 million term loan facility. The new term loan facility, which is described below, is non-recourse to Century Aluminum Company.

  New Term Loan Facility

     On February 10, 2005, Nordural executed a loan agreement and other agreements and documents related to a new $365.0 million senior term loan facility arranged by

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     Landsbanki Islands hf. and Kaupthing Bank hf. The new term loan facility is expected to close on or about February 15, 2005, subject to satisfaction of customary closing conditions. Amounts borrowed under the new term loan facility will be used to refinance debt under Nordural’s existing term loan facility, to finance a portion of the costs associated with the ongoing expansion of the Nordural facility and for Nordural’s general corporate purposes. Borrowings will be subject to customary conditions, including the absence of any default under the loan agreement or any material adverse change in Nordural’s condition (financial or otherwise), business, operations, assets, liabilities or prospects.

     Drawdown. Amounts may be drawn down in several borrowings in minimum amounts of $10.0 million, and whole multiples of $1 million in excess thereof, on the 25th day of any month. Nordural will be required to pay a commitment fee of 0.5% per annum on the undrawn amounts. Drawings under the facility may be made until September 30, 2006, provided that Nordural has the option to cancel part of the facility (up to $135.0 million) in whole or in part on or before June 30, 2005.

     Repayment. All outstanding principal must be repaid on February 28, 2010, provided that Nordural is required to make the following minimum repayments of principal on the facility: $15.5 million on February 28, 2007 and $14.0 million

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on each of August 31, 2007, February 29, 2008, August 31, 2008, February 28, 2009, August 31, 2009 and February 28, 2010.

     Mandatory Repayments. If Nordural makes a dividend payment (which dividends are not permitted until the Nordural facility has been expanded to a production level of 212,000 metric tons per year), it must simultaneously make a repayment of principal on the facility in an amount equal to 50% of the dividend.

     Voluntary Prepayments. The new term loan facility can be prepaid, in whole or in part, on any interest payment date without penalty to Nordural.

     Interest. The rate of interest on amounts borrowed under the new term loan facility will be at a margin over the applicable Eurodollar rate. Interest is payable on the last day of the applicable Eurodollar period (but not less frequently than quarterly). The default interest rate is 2% per annum above the base rate.

     Fees. In addition to the commitment fee described above, Nordural will be required to pay a 1% fee on the total facility amount at closing of the new term loan facility, less $100,000 that had been previously paid by Nordural. Customary annual fees will be payable to the facility agent and the security trustee. Finally, Nordural will be responsible on an ongoing basis for all legal fees and other out-of-pocket costs incurred by the arrangers and the lenders, including any increased costs of compliance with applicable reserve requirements.

     Security. Substantially all of Nordural’s assets are pledged as security under the loan facility, including, but not limited to, all of Nordural’s property, plant and equipment related to the smelter and the harbor area and all of Nordural’s current and future inventory, receivables, insurance policies, bank accounts, and rights under specified contracts relating to the operation of the Nordural facility, including its tolling, anode supply and power contracts having a term longer than two years. In addition, the shares of Nordural have been pledged to the lenders.

     Covenants. The loan agreement contains customary covenants, including customary negative covenants that limit, among other things, Nordural’s ability to: (i) incur additional indebtedness; (ii) make investments; (iii) pay dividends to its shareholders; (iv) make capital expenditures (excluding those made in connection with the expansion) in excess of $5.0 million per year until the end of 2006 and $8.0 million per year thereafter; and (v) enter into speculative hedging arrangements. The loan agreement also contains certain financial covenants, including an interest coverage ratio, a debt service coverage ratio and a covenant providing that the book value of Nordural’s stockholders’ equity may not be less than $150.0 million on closing and may not be less than $200.0 million on December 31, 2005 or on any June 30 or December 31 thereafter.

     Events of Default. The loan agreement contains customary events of default, including (a) material breach of representations, warranties or covenants; (b) non-payment of amounts due under the facility; (c) cross-default provisions relating to other indebtedness of Nordural; (d) change in control of Nordural (excluding transfer of ownership to Century Aluminum Company, its subsidiaries or affiliates); (e) ineffectiveness of security documents or material loss of collateral; (f) bankruptcy; (g) legal prohibitions on performance of obligations under the loan documentation; and (h) material adverse change.

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DESCRIPTION OF THE EXCHANGE NOTES

     For purposes of this “Description of the Exchange Notes” only, unless otherwise specified or unless the context requires otherwise, the term “notes” refers to the exchange notes and the term “Century” refers only to Century Aluminum Company, and any successor obligor on the notes, and not to any of its subsidiaries. You can find the definitions of certain terms used in this description under “— Certain Definitions.”

     The outstanding notes were, and the exchange notes will be, issued under an indenture, dated August 26, 2004, among Century, the Guarantors and Wilmington Trust Company, as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The indenture has been incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.

     The following description is a summary of the material terms of the notes and the indenture. The statements under this section relating to the notes and the indenture are subject to and qualified in their entirety by reference to all the provisions of the notes and the indenture, and do not purport to be complete. Such summaries make use of certain terms defined in the indenture. We urge you to read the indenture because the indenture, and not this description, defines your rights as a holder of the notes.

     The form and terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act, and therefore contain no restrictive legends and will generally be freely tradeable. The outstanding notes have not been registered under the Securities Act and are subject to transfer restrictions.

Basic Terms of Notes

     The notes:

•   will be senior unsecured obligations of Century, ranking equally in right of payment with all existing and future senior indebtedness of Century;

•   will be guaranteed by each Guarantor, which guaranty shall in each case be a senior unsecured obligation of such Guarantor, ranking equally in right of payment with all existing and future senior indebtedness of such Guarantor;

•   will rank senior in right of payment to all the existing and future subordinated indebtedness of Century;

•   will be issued up to an aggregate principal amount of $250.0 million;

•   will mature on August 15, 2014;

•   will bear interest from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange for the exchange notes (or if the exchange notes are authenticated between a record date and interest payment date, from such interest payment date) or, if no interest has been paid on the outstanding notes, from the Issue Date, at 7.5% per year, payable semiannually on each February 15 and August 15, beginning February 15, 2005, to holders of record on the February 1 or August 1 immediately preceding the interest payment date; and

•   will bear interest on overdue principal and interest at the rate stated above plus 2% per year.

     Interest will be computed on the basis of a 360-day year of twelve 30-day months. Century will pay additional cash interest on the notes, subject to certain exceptions, if:

•   the exchange offer is not completed on or before March 24, 2005; or

•   we are obligated to file a shelf registration statement and such shelf registration statement is not declared effective on or prior to March 24, 2005 (see “The Exchange Offer -  Shelf Registration”);

from such date until the exchange offer is completed or the shelf registration is declared effective. The rate of the additional interest will be 0.5% per annum. Century will pay such additional interest on regular interest

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payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the notes.

     Subject to the covenants described below, Century may issue additional notes under the indenture having the same terms in all respects as the notes, or the same terms in all respects except with respect to interest paid or payable on or prior to the first interest payment date after the issuance of such additional notes. The notes and any such additional notes would be treated as a single class for all purposes under the indenture and would vote together as one class on all matters with respect to the notes.

     As of the Issue Date, all of Century’s Subsidiaries are Restricted Subsidiaries. However, so long as we satisfy the conditions described under “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate current or future Subsidiaries as “Unrestricted” Subsidiaries that are not subject to the restrictive covenants included in the indenture.

Optional Redemption

     Except as set forth in the next two paragraphs, the notes are not redeemable at the option of Century.

     At any time and from time to time on or after August 15, 2009, Century may redeem the notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below:

Year	Percentage
2009		103.75	%
2010		102.50	%
2011		101.25	%
2012 and thereafter		100.00	%

     At any time and from time to time prior to August 15, 2007, Century may redeem notes with the net cash proceeds received by Century from any Public Equity Offering at a redemption price equal to 107.5% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the aggregate principal amount of the notes originally issued under the indenture, provided that:

(1)	in each case the redemption takes place not later than 60 days after the closing of the related Public Equity Offering, and
(2)	not less than 65% of the aggregate principal amount of the notes originally issued under the indenture remains outstanding immediately thereafter.

     If fewer than all of the notes are being redeemed, the trustee will select the notes to be redeemed pro rata, by lot or by any other method the trustee in its sole discretion deems fair and appropriate, in denominations of $1,000 principal amount and multiples thereof. Upon surrender of any note redeemed in part, the holder will receive a new note equal in principal amount to the unredeemed portion of the surrendered note. Once notice of redemption is sent to the holders, notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, notes redeemed will cease to accrue interest.

No Mandatory Redemption or Sinking Fund

     There will be no mandatory redemption or sinking fund payments for the notes.

Guarantees

     The obligations of Century pursuant to the notes, including any repurchase obligation resulting from a Change of Control, will be unconditionally guaranteed, jointly and severally, on a senior basis, by all of Century’s existing Domestic Restricted Subsidiaries other than Century Aluminum of Kentucky, LLC (“CAK”), which holds the power and alumina contracts for Century’s Hawesville facility and other than any Foreign-Owned Parent Holding

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Company. CAK will not be a Guarantor until such time as Glencore is no longer providing any letters of credit to support the Hawesville facility industrial revenue bonds outstanding on the Issue Date (the “repayment date”). From and after the repayment date, CAK shall be required to be a Guarantor for so long as it continues to be a Domestic Restricted Subsidiary until its note guaranty is released as contemplated below. If Century or any of its Restricted Subsidiaries acquires or creates a Domestic Restricted Subsidiary after the Issue Date other than any Foreign-Owned Parent Holding Company, the new Domestic Restricted Subsidiary must provide a guaranty of the notes (a “note guaranty”).

     Each note guaranty will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its note guaranty could be significantly less than amounts payable with respect to the notes, or a Guarantor may have effectively no obligation under its note guaranty. See “Risk Factors — Risks Relating to the Exchange Notes — Subsidiary guarantees could be deemed to be fraudulent conveyances.”

     The note guaranty of a Guarantor will terminate upon:

(1)	a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (other than to Century or a Restricted Subsidiary) otherwise permitted by the indenture,
(2)	the designation of the Guarantor, in accordance with the indenture, as an Unrestricted Subsidiary, or
(3)	defeasance or discharge of the notes, as provided in “Defeasance and Discharge.”

Ranking

     The indebtedness evidenced by these notes and the note guarantees will rank equally in right of payment with all other senior obligations of Century and the Guarantors (including our 1.75% convertible senior notes), as the case may be, except that the notes and the note guarantees will be effectively junior to secured obligations to the extent of the value of the assets securing such obligations. As of September 30, 2004, Century Aluminum Company and the Guarantors had $17.7 million of senior secured indebtedness outstanding and $76.8 million of availability under our secured revolving credit facility. Although the indenture limits the incurrence of secured obligations, the limitation is subject to a number of significant exceptions.

     None of Century’s foreign subsidiaries will be required to guarantee the notes. Claims of creditors of non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of Century, including holders of the notes. The notes and each note guaranty therefore will be effectively subordinated to the claims of creditors (including trade creditors) and preferred and minority stockholders (if any) of any subsidiary of Century that is not a Guarantor to the extent of the assets of such subsidiary. As of September 30, 2004, Century’s subsidiaries that are not Guarantors had approximately $188.7 million of liabilities excluding guarantees of indebtedness of non-Guarantors and intercompany indebtedness. Although the indenture limits the incurrence of Debt and Disqualified or Preferred Stock of Restricted Subsidiaries that are not Guarantors, the limitation is subject to a number of exceptions. Moreover, the indenture does not impose any limitation on the incurrence by Restricted Subsidiaries that are not Guarantors of liabilities that are not considered Debt or Disqualified or Preferred Stock under the indenture. See “— Certain Covenants — Limitation on Debt and Disqualified or Preferred Stock.”

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade

     Century’s obligations to comply with the following provisions of the Indenture described below under the captions:

•   “Certain Covenants — Limitation on Debt and Disqualified or Preferred Stock;”

•   “— Limitation on Restricted Payments;”

•   “— Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;”

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•   “— Limitation on Sale or Issuance of Equity Interests of Restricted Subsidiaries;”

•   “— Limitation on Asset Sales;”

•   “— Limitation on Transactions with Shareholders and Affiliates;” and

•   clauses (3) and (4) under “Consolidation, Merger or Sale of Assets — Consolidation, Merger or Sale of Assets by Century”

will terminate and cease to have any further effect from and after the first date when the notes are rated Investment Grade.

Certain Covenants

     The indenture contains covenants including, among others, the following:

  Limitation on Debt and Disqualified or Preferred Stock

     (a) Century

     (1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt; and

     (2) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock, or permit any of its Restricted Subsidiaries to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by Century or a Wholly-Owned Restricted Subsidiary, so long as it is so held);

provided that Century or any Guarantor may Incur Debt and Century or any Guarantor may Incur Disqualified Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2.0 to 1.

     (b) Notwithstanding the foregoing, Century and, to the extent provided below, any Restricted Subsidiary may Incur the following (“Permitted Debt”):

     (1) Debt of Century and any Restricted Subsidiary pursuant to the Credit Agreement, and Guarantees of such Debt by Century or any Restricted Subsidiary; provided that the aggregate principal amount at any time outstanding under the Credit Agreement does not exceed the greater of (i) $100.0 million, less the aggregate amount of all such Debt under the Credit Agreement permanently repaid pursuant to payments thereof described under “Limitation on Asset Sales” and (ii) the sum of the amounts equal to (x) 85% of the book value of the accounts receivable of Century and its consolidated Restricted Subsidiaries and (y) 65% of the book value of the inventory of Century and its consolidated Restricted Subsidiaries (but excluding any accounts receivable and inventory that are ineligible at such time for inclusion in the calculation of a borrowing base or similar borrowing limit (if any) under the Credit Agreement), in each case as of the most recently ended fiscal quarter of Century for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to the indenture;

     (2) Debt of Century or any Restricted Subsidiary to Century or to any Wholly Owned Restricted Subsidiary so long as such Debt continues to be owed to Century or a Wholly Owned Restricted Subsidiary and which, if the obligor is Century or a Guarantor and the obligee is not Century or a Guarantor, is subordinated in right of payment to the notes;

     (3) Debt of Century pursuant to the notes (but not any additional notes) and Debt of any Guarantor pursuant to a note guaranty of the notes and Debt of Century pursuant to the Convertible Notes outstanding on the Issue Date and Debt of any Guarantor pursuant to a Guarantee of the Convertible Notes;

     (4) Debt of Century or any Restricted Subsidiary (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt of Century or any Restricted Subsidiary in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that

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     (A) in case the Debt to be refinanced is subordinated in right of payment to the notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the notes at least to the extent that the Debt to be refinanced is subordinated to the notes,

     (B) the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

     (C) in no event may Debt of Century be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor and in no event may Debt of a Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and

     (D) Debt Incurred pursuant to clauses (1), (2), (5), (6), (9), (10)(c), (12) and (13) may not be refinanced pursuant to this clause;

     (5) Hedging Agreements of Century or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of Century and its Restricted Subsidiaries and not for speculation;

     (6) Debt of Century or any Restricted Subsidiary with respect to letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets; provided that the maximum liability in connection with any disposition shall not exceed the gross proceeds actually received by Century or that Restricted Subsidiary in connection with the disposition;

     (7) Acquired Debt; provided that after giving effect to the Incurrence thereof, Century could Incur at least $1.00 of Debt under paragraph (a);

     (8) Debt of Century or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of clause (4)(D), not constituting Permitted Debt under clauses (1), (2), (5), (6), (9) or (12));

     (9) Guarantees by Century or any Guarantor of any Debt of Century or any Restricted Subsidiary permitted to be incurred under any other clause of this covenant;

     (10) Debt of Nordural and any of its Restricted Subsidiaries (a) incurred to finance the expansion of the Nordural primary aluminum reduction facility described in the offering circular dated August 10, 2004 with respect to the outstanding notes in an aggregate principal amount at any time outstanding not to exceed (i) $160.0 million less (ii) the aggregate outstanding principal amount of Permitted Refinancing Debt Incurred to refinance such Debt, (b) incurred to refinance Debt of Nordural outstanding on the Issue Date or (c) incurred pursuant to a revolving credit facility to finance working capital needs of Nordural, in an aggregate principal amount at any time outstanding not to exceed $25.0 million, and any Guarantee of any such Debt incurred under (a), (b) or (c) of this clause (10) by any Nordural Holding Company; provided that such Debt may only be incurred if (i) such Debt is not Guaranteed by Century or any other Restricted Subsidiary of Century (other than any Nordural Holding Companies) unless Nordural is not subject to any restrictions or encumbrances set forth in clause (a)(1) of “Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” (other than those permitted by clause (b)(2) thereof), in which case such Debt may be so Guaranteed (to the extent such Guarantee is otherwise permitted to be Incurred under this covenant) and (ii) unless such Debt is permitted to be Guaranteed by Century pursuant to clause (i), the lenders thereof have agreed or have been notified in writing that they will not have any recourse to the stock or assets of Century or any other Restricted Subsidiary (other than any Nordural Holding Company);

     (11) (a) Debt (including Guarantees) of any Foreign Restricted Subsidiary; provided that, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (i) the Fixed Charge Coverage Ratio of Century and its Restricted Subsidiaries, and the Fixed Charge Coverage Ratio of such Foreign Restricted Subsidiary and its Restricted Subsidiaries (calculated in accordance with the definition thereof as if each reference to Century was a reference to such subsidiary and each reference to Century’s Restricted Subsidiaries is a reference to such subsidiary’s Subsidiaries that are Restricted Subsidiaries), is not less than 2.0 to 1, in the case of Century and its Restricted Subsidiaries, and 2.5 to 1, in the case of the Foreign Restricted Subsidiary and its Restricted Subsidiaries and (ii) the aggregate principal amount

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of Debt of Century’s Foreign Restricted Subsidiaries at the time outstanding does not exceed 50% of the Total Assets of Century’s Foreign Restricted Subsidiaries as of the date of Incurrence and (b) any Guarantee of such Debt (i) constituting a Limited Recourse Parent Guaranty or (ii) by any Foreign Restricted Subsidiary that is a Subsidiary of the Person Incurring such Debt under this clause (11);

     (12) Debt of Century or any Restricted Subsidiary consisting of the deferred purchase price for power pursuant to any provision in a power contract that permits payment of a portion thereof to be deferred; and

     (13) other Debt of Century or any Restricted Subsidiary in an aggregate principal amount for all Debt under this clause at any time outstanding not to exceed $25.0 million.

     For purposes of determining compliance with this covenant, if an item of Debt or any portion thereof meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled to be incurred pursuant to clause (a), Century shall, in its sole discretion, classify such item of Debt or any portion thereof in any manner that complies with this covenant and such item of Debt or portion thereof will be treated as having been incurred pursuant to only the clause or clauses designated by Century.

     (c) Notwithstanding anything to the contrary in this covenant, the maximum amount of Debt that Century and its Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Debt, solely as a result of fluctuations in the exchange rate of currencies.

  Limitation on Restricted Payments

     (a) Century will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively “Restricted Payments”):

•   declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in Century’s Qualified Stock) held by Persons other than Century or any of its Wholly Owned Restricted Subsidiaries;

•   purchase, redeem or otherwise acquire or retire for value any Equity Interests of Century or any Restricted Subsidiary held by Persons other than Century or any of its Wholly Owned Restricted Subsidiaries;

•   repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Subordinated Debt except a payment of interest or principal at Stated Maturity; or

•   make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted Payment:

     (1) no Default has occurred and is continuing,

     (2) Century could Incur at least $1.00 of Debt under paragraph (a) of “Limitation on Debt and Disqualified or Preferred Stock”, and

     (3) the aggregate amount expended for all Restricted Payments made on or after the Issue Date would not, subject to paragraph (c), exceed the sum of

     (A) 50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on April 1, 2004 and ending on the last day of Century’s most recently completed fiscal quarter for which financial statements have been provided (or if not timely provided, required to be provided) pursuant to the indenture (whether through filing of a Form 10-Q or a Form 10-K for such period or an earnings release filed on Form 8-K), plus

     (B) subject to paragraph (c), the aggregate net cash proceeds received by Century (other than from a Subsidiary) after the Issue Date from the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of Century, plus

     (C) an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

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     (x) the cash return, after the Issue Date, on Investments in an Unrestricted Subsidiary made after the Issue Date pursuant to this paragraph (a) as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), and

     (y) the portion (proportionate to Century’s equity interest in such Subsidiary) of the fair market value of the assets less liabilities of an Unrestricted Subsidiary (as determined in good faith by the Board of Directors) at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after the Issue Date by Century and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a), plus

     (D) the cash return, after the Issue Date, on any other Investment made after the Issue Date pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made.

The amount of any non-cash Restricted Payment will be deemed to be the fair market value thereof, as determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a Board Resolution.

     (b) The foregoing will not prohibit:

     (1) the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a);

     (2) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to Century (or the relevant Restricted Subsidiary holding the Capital Stock of such Restricted Subsidiary, as applicable), to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by Century;

     (3) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

     (4) the purchase, redemption or other acquisition or retirement for value of Equity Interests of Century in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of Century;

     (5) the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of Century in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of Century;

     (6) the purchase, redemption or other acquisition or retirement for value of Equity Interests of Century held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries), (a) upon death, disability, retirement, severance or termination of employment, or pursuant to any agreement under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor after the Issue Date does not exceed an aggregate amount of $8.0 million or (b) which Equity Interests consist of performance shares or options (or shares issued upon the vesting of performance shares or the exercise of options) that are repurchased or withheld upon vesting of such performance shares or exercise of such options solely in order to satisfy tax withholding obligations of such persons as a result thereof;

     (7) (A) Investments in any Joint Venture or Unrestricted Subsidiary organized to construct, acquire, own and/or operate a facility in a Permitted Business (including without limitation any Guarantees), in an aggregate amount that, together with all other Investments made pursuant to this clause (7)(A), does not exceed $35.0 million and (B) any Limited Recourse Guarantee by any Joint Venture Holding Company holding such Investment to secure Non-Recourse Debt of such Joint Venture or Unrestricted Subsidiary;

     (8) any other Restricted Payment which, together with all other Restricted Payments made pursuant to this clause (8) on or after the Issue Date, does not exceed $20.0 million;

     (9) the payment by Century or any Restricted Subsidiary of (a) any purchase price adjustments in connection with the acquisition of the Hawesville facility and (b) any post-closing purchase price adjustments in

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connection with the acquisition of Nordural, in each case pursuant to the provisions of the relevant purchase agreement as in effect on the Issue Date; and

     (10) any payment by Century to any holder of Century’s Convertible Notes in connection with the conversion, repurchase or redemption thereof, which payment is permitted or required by the terms of such notes as in effect on the Issue Date and any open market purchases or tender offers in respect of such notes.

provided that, in the case of clauses (6), (7) and (8), no Default has occurred and is continuing or would occur as a result thereof.

     (c) Proceeds of the issuance of Qualified Equity Interests will be included under clause (3) of paragraph (a) only to the extent they are not applied as described in clause (4) or (5) of paragraph (b). Restricted Payments permitted pursuant to clauses (2) (to the extent paid to Century or any Restricted Subsidiary of Century), (3), (4), (5), (6), (7), (8), (9) or (10) of paragraph (b) will not be included in making the calculations under clause (3) of paragraph (a).

  Limitation on Liens

     Century will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens, provided, however, that the foregoing will not apply to the extent Century or any Restricted Subsidiary effectively provides that the notes shall be secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the notes or any note guaranty, prior to) the obligations so secured for so long as such obligations are so secured.

  Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

     (a) Except as provided in paragraph (b), Century will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to

     (1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by Century or any other Restricted Subsidiary,

     (2) pay any Debt or other obligation owed to Century or any other Restricted Subsidiary,

     (3) make loans or advances to Century or any other Restricted Subsidiary, or

     (4) transfer any of its property or assets to Century or any other Restricted Subsidiary.

     (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions

     (1) existing on the Issue Date in the Credit Agreement, the indenture or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing or of any subsequent extension, renewal, replacement or refinancing thereof; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no more adverse in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

     (2) existing under or by reason of applicable law;

     (3) existing

     (A) with respect to any Person, or with respect to any property or assets, at the time the Person, property or assets are acquired by Century or any Restricted Subsidiary, or

     (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event; and any extensions, renewals, replacements or refinancings of any of the foregoing, or of any subsequent extension, renewal, replacement

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or refinancing thereof provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no more adverse in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

     (4) of the type described in clause (a)(4) arising or agreed to

     (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license,

     (ii) with respect to any assets comprising a Permitted Business in which Century or any Restricted Subsidiary has ownership of an undivided interest, pursuant to the agreements under which such interest is owned or maintained, including, without limitation, options, put and call arrangements, rights of first refusal and similar rights, provided that such restrictions are consistent with Century’s past practice, or

     (iii) by virtue of any Permitted Lien on, or agreement to transfer, option or similar right with respect to, any property or assets of, Century or any Restricted Subsidiary;

     (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of the Restricted Subsidiary that is permitted by the indenture;

     (6) on the ability of Restricted Subsidiaries to consummate transactions of the type described in paragraph (a)(1), (2), (3) or (4) provided for by any credit agreement or security document relating to Debt permitted to be incurred under the indenture; provided that such restrictions are not more restrictive than the restrictions contained in the indenture or the Credit Agreement;

     (7) required pursuant to clause (b)(2) under “Limitation on Debt and Disqualified or Preferred Stock”;

     (8) imposed on any Joint Venture pursuant to customary limitations contained in the constituent documents and agreements governing such Joint Venture; or

     (9) existing under any credit agreement or security document relating to Debt incurred pursuant to clause (b)(10) or (b)(11) under “Limitation on Debt and Disqualified or Preferred Stock” or Permitted Refinancing Debt in respect thereof; provided that (a) such restrictions apply only to the Persons Incurring such Debt (including Guarantees thereof) and their Subsidiaries and (b) such Debt is not Guaranteed by Century.

  Limitation on Sale or Issuance of Equity Interests of Restricted Subsidiaries

     Century will not, and will not permit any Restricted Subsidiary to, directly or indirectly, sell or issue any Equity Interests of a Restricted Subsidiary unless

     (1) the sale or issuance is to Century or a Wholly Owned Restricted Subsidiary,

     (2) the sale or issuance is of Capital Stock representing directors’ qualifying shares or Capital Stock required by applicable law to be held by a Person other than Century or a Restricted Subsidiary,

     (3) (i) if, after giving pro forma effect to the sale or issuance, the Restricted Subsidiary upon such sale or issuance would no longer be a Restricted Subsidiary and all remaining Investments, if any, of Century and the Restricted Subsidiaries in such Person are permitted under “Limitation on Restricted Payments” and (ii) Century complies with “Limitation on Asset Sales” with respect to the sale or issuance to the extent applicable,

     (4) (i) such sale or issuance is a sale or issuance of Common Stock of a Restricted Subsidiary that is a Guarantor and remains a Restricted Subsidiary that is a Guarantor after giving effect to the sale, and (ii) Century complies with “Limitation on Asset Sales” with respect to the sale or issuance to the extent applicable, or

     (5) such sale or issuance is a sale or issuance of Disqualified Stock permitted under “Limitation on Debt and Disqualified or Preferred Stock.”

  Guarantees by Restricted Subsidiaries

     If Century or any of its Restricted Subsidiaries acquires or creates a Domestic Restricted Subsidiary other than any Foreign-Owned Parent Holding Company after the Issue Date, the new Domestic Restricted Subsidiary must provide a note guaranty.

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  Repurchase of Notes upon a Change of Control

     Not later than 30 days following a Change of Control, Century will make an Offer to Purchase all notes outstanding (including outstanding notes not tendered in the exchange offer) at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.

     An “Offer to Purchase” must be made by written offer, which will specify the principal amount of notes subject to the offer and the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date. The offer must include or incorporate by reference information concerning the business of Century and its Subsidiaries which Century in good faith believes will enable the holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable holders to tender notes pursuant to the offer.

     A holder may tender all or any portion of its notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a note tendered must be in a multiple of $1,000 principal amount. Holders are entitled to withdraw notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each note accepted for purchase pursuant to the Offer to Purchase, and interest on notes purchased will cease to accrue on and after the purchase date.

     Century will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

     See “Risk Factors — Risks Relating to the Exchange Notes — We may be unable to purchase the exchange notes upon a change of control.” You should also note that the provisions under the indenture relating to Century’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or amended as described in “Amendments and Waivers.”

  Limitation on Asset Sales

     Century will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

     (1) The Asset Sale is for fair market value, as determined in good faith by the Board of Directors.

     (2) At least 75% of the consideration consists of cash received at closing.

     For purposes of this clause (2):

     (A) Debt (other than Subordinated Debt) or other obligations of Century or a Restricted Subsidiary assumed by the purchaser pursuant to a customary novation agreement, and

     (B) instruments or securities received from the purchaser that are promptly, but in any event within 30 days of the closing, converted by Century to cash, to the extent of the cash actually so received

     shall be considered cash received at closing.

     (3) An amount equal to the Net Cash Proceeds from the Asset Sale may be used

     (A) to permanently repay Debt under the Credit Agreement, secured Debt of Century or any Guarantor or Debt of any Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), or

     (B) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets (including an undivided interest therein) that are to be used in a Permitted Business.

     (4) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (3) within 360 days of the Asset Sale constitute “Excess Proceeds.” Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equal or exceed $10.0 million, Century must, within 30 days, make an Offer to Purchase notes (including outstanding notes not tendered in the exchange offer) having an aggregate principal amount equal to (A) the accumulated Excess Proceeds, multiplied by (B) a fraction (x)

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the numerator of which is equal to the outstanding principal amount of the notes and (y) the denominator of which is equal to the outstanding principal amount of the notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. The purchase price for the notes will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the notes outstanding and notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, Century will purchase notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only notes in multiples of $1,000 principal amount will be purchased. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the indenture.

  Limitation on Transactions with Shareholders and Affiliates

     Century will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of Century or (y) any Affiliate of Century or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to Century or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Century.

     Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, Century must in addition obtain and deliver to the trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by Century and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant.

     The foregoing paragraphs do not apply to:

     (1) any transaction between Century and any of its Restricted Subsidiaries or between Restricted Subsidiaries of Century;

     (2) the payment of reasonable and customary regular fees to directors of Century who are not employees of Century;

     (3) any Restricted Payments of a type described in one of the first two bullet points in paragraph (a) under “Limitation on Restricted Payments” if permitted by that covenant;

     (4) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business;

     (5) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to Century or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arm’s-length transaction;

     (6) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to Century or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction;

     (7) (A) the issuance and sale of Qualified Equity Interests of Century and (B) the sale to any Affiliate of Century of any securities of Century offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to Century no lower than the price paid to Century with respect to other securities sold in such offering;

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     (8) agreements or arrangements with any Person that owns the Gramercy alumina facility or the Jamaican bauxite mining operations on the terms described in the offering circular dated August 10, 2004 with respect to the outstanding notes under “The Planned Gramercy Acquisition,” in each case as amended, modified or replaced from time to time, including any subsequent replacements, so long as the amended, modified or new agreement or arrangement, taken as a whole, is not materially less favorable to Century and its Restricted Subsidiaries than the agreements amended, modified or replaced;

     (9) transactions between Century or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of Century entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to Century or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction and are approved by Century’s Board of Directors; and

     (10) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to Century and its Restricted Subsidiaries than that in effect on the Issue Date.

  Line of Business

     Century will not, and will not permit any of its Restricted Subsidiaries, to engage in any business other than a Permitted Business (including indirectly, through its interest in a Joint Venture that is not a Restricted Subsidiary), except to an extent that would not be material to Century and its Restricted Subsidiaries, taken as a whole.

  Designation of Restricted and Unrestricted Subsidiaries

     (a) The Board of Directors may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default:

     (1) The Subsidiary does not own any Capital Stock of Century or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, Century or any Restricted Subsidiary;

     (2) At the time of the designation, the designation would be permitted under “Limitation on Restricted Payments”;

     (3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by Century or any Restricted Subsidiary is permitted under “Limitation on Debt and Disqualified or Preferred Stock” and “Limitation on Restricted Payments”;

     (4) The Subsidiary is not party to any transaction or arrangement with Century or any Restricted Subsidiary that would not be permitted under “Limitation on Transactions with Shareholders and Affiliates”; and

     (5) Neither Century nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by “Limitation on Debt and Disqualified or Preferred Stock” and “Limitation on Restricted Payments”.

Once so designated, the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b).

     (b) (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d).

     (2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default.

     (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

     (1) all existing Investments of Century and the Restricted Subsidiaries therein will be deemed made at that time;

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     (2) all existing transactions between it and Century or any Restricted Subsidiary will be deemed entered into at that time;

     (3) it will be released at that time from its note guaranty, if any; and

     (4) it will cease to be subject to the provisions of the indenture as a Restricted Subsidiary.

     (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

     (1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of “Limitation on Debt and Disqualified or Preferred Stock”, but will not be considered the sale or issuance of Equity Interests for purposes of “Limitation on Sale or Issuance of Equity Interests of Restricted Subsidiaries” or “Limitation on Asset Sales”;

     (2) Investments therein previously charged under “Limitation on Restricted Payments” will be credited thereunder;

     (3) it may be required to issue a note guaranty pursuant to “Guarantees by Restricted Subsidiaries”; and

     (4) it will thenceforward be subject to the provisions of the indenture as a Restricted Subsidiary.

          (e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the trustee by promptly filing with the trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

  Financial Reports

     Whether or not Century is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Century must provide the trustee and holders, within the time periods specified in the SEC’s rules and regulations:

     (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Century were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and, with respect to annual information only, a report on the financial statements contained therein by Century’s certified independent accountants, and

     (2) all current reports that would be required to be filed with the SEC on Form 8-K if Century were required to file such reports.

In addition, whether or not required by the SEC, Century will, if the SEC will accept the filing, file the information and reports described above with the SEC and make them available to securities analysts and prospective investors upon request.

  Reports to Trustee

     Century will deliver to the trustee:

     (1) within 120 days after the end of each fiscal year a certificate, executed by officers of Century and each Guarantor, stating that Century and each Guarantor has fulfilled its obligations under the indenture or, if there has been a Default, specifying the Default and its nature and status;

     (2) as soon as possible and in any event within 30 days after Century becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which Century proposes to take with respect thereto; and

     (3) within 120 days after the end of each fiscal year a written statement by Century’s independent public accountants stating whether, in connection with their audit examination, any Default has come to their attention and, if such a Default has come to their attention, specifying the nature and period of the existence thereof.

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Consolidation, Merger or Sale of Assets

     The indenture further provides as follows regarding consolidation, merger or sale of all or substantially all of the assets of Century or a Guarantor:

  Consolidation, Merger or Sale of Assets by Century

     Century will not

•   consolidate with or merge with or into any Person, or

•   sell, convey, transfer, or otherwise dispose of all or substantially all of the assets of Century and its consolidated Subsidiaries, as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person or

•   permit any Person to merge with or into Century

unless

     (1) either (x) Century is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of Century under the indenture, the notes and the registration rights agreement;

     (2) immediately after giving effect to the transaction, no Default has occurred and is continuing;

     (3) immediately after giving effect to the transaction on a pro forma basis, Century or the resulting, surviving or transferee Person has a Consolidated Net Worth (without taking into account any purchase accounting adjustments) equal to or greater than the Consolidated Net Worth of Century immediately prior to such transaction;

     (4) immediately after giving effect to the transaction on a pro forma basis, Century or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under paragraph (a) of “Limitation on Debt and Disqualified or Preferred Stock”; and

     (5) Century delivers to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the indenture;

provided, that clauses (2) through (4) do not apply

     (i) to the consolidation or merger of Century with or into a Wholly Owned Restricted Subsidiary or the consolidation or merger of a Wholly Owned Restricted Subsidiary with or into Century or

     (ii) if, in the good faith determination of the Board of Directors of Century, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of Century.

     Century shall not lease all or substantially all of the assets of Century and its consolidated Subsidiaries, whether in one transaction or a series of transactions, to one or more other Persons.

     Upon the consummation of any transaction effected in accordance with these provisions, if Century is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, Century under the indenture with the same effect as if such successor Person had been named as Century in the indenture. Upon such substitution, unless the successor is one or more of Century’s Subsidiaries, Century will be released from its obligations under the indenture and the notes.

  Consolidation, Merger or Sale of Assets by a Guarantor

     No Guarantor may

•   consolidate with or merge with or into any Person, or

•   sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or

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•   permit any Person to merge with or into the Guarantor

unless

     (A) the other Person is Century or any Wholly Owned Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

     (B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under the indenture, its note guaranty and the registration rights agreement; and

     (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

     (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to Century or a Restricted Subsidiary) otherwise permitted by the indenture.

     Century will also be required to deliver to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the indenture.

Default and Remedies

  Events of Default

     An “Event of Default” occurs if

     (1) Century defaults in the payment of the principal of any note (including outstanding notes not tendered in the exchange offer) when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

     (2) Century defaults in the payment of interest (including any Additional Interest) on any note (including outstanding notes not tendered in the exchange offer) when the same becomes due and payable, and the default continues for a period of 30 days;

     (3) Century fails to make an Offer to Purchase and thereafter accept and pay for notes tendered when and as required pursuant to “Certain Covenants — Repurchase of Notes Upon a Change of Control,” or “— Limitation on Asset Sales,” or Century or any Guarantor fails to comply with “Consolidation, Merger or Sale of Assets”;

     (4) Century defaults in the performance of or breaches any other covenant or agreement of Century in the indenture or under the notes and the default or breach continues for a period of 60 consecutive days after written notice to Century by the trustee or to Century and the trustee by the holders of 25% or more in aggregate principal amount of the notes (including outstanding notes not tendered in the exchange offer);

     (5) there occurs with respect to any Debt of Century or any of its Restricted Subsidiaries having an outstanding principal amount of $10.0 million or more in the aggregate for all such Debt of all such Persons (i) an event of default that has caused the holder thereof to declare such Debt to be due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

     (6) one or more final judgments or orders for the payment of money are rendered against Century or any of its Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10.0 million (in excess of amounts which Century’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect (a “judgment default”);

     (7) an involuntary case or other proceeding is commenced against Century or any Significant Restricted Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and

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unstayed for a period of 60 days; or an order for relief is entered against Century or any Significant Restricted Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

     (8) Century or any of its Significant Restricted Subsidiaries (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Century or any of its Significant Restricted Subsidiaries or for all or substantially all of the property and assets of Century or any of its Significant Restricted Subsidiaries or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (7) or (8) a “bankruptcy default”); or

     (9) any note guaranty of any Significant Restricted Subsidiary ceases to be in full force and effect, other than in accordance the terms of the indenture, or any such Guarantor denies or disaffirms its obligations under its note guaranty.

  Consequences of an Event of Default

     If an Event of Default, other than a bankruptcy default with respect to Century, occurs and is continuing under the indenture, the trustee or the holders of at least 25% in aggregate principal amount of the notes (including outstanding notes not tendered in the exchange offer) then outstanding, by written notice to Century (and to the trustee if the notice is given by the holders), may, and the trustee at the request of such holders shall, declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to Century, the principal of and accrued interest on the notes (including outstanding notes not tendered in the exchange offer) then outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holder.

     The holders of a majority in principal amount of the outstanding notes (including outstanding notes not tendered in the exchange offer) by written notice to Century and to the trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

     (1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by the declaration of acceleration, have been cured or waived, and

     (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

     Except as otherwise provided in “Consequences of an Event of Default” or “Amendments and Waivers — Amendments with Consent of Holders,” the holders of a majority in principal amount of the outstanding notes (including outstanding notes not tendered in the exchange offer) may, by notice to the trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

     The holders of a majority in principal amount of the outstanding notes (including outstanding notes not tendered in the exchange offer) may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes.

     A holder may not institute any proceeding, judicial or otherwise, with respect to the indenture or the notes, or for the appointment of a receiver or trustee, or for any other remedy under the indenture or the notes, unless:

     (1) the holder has previously given to the trustee written notice of a continuing Event of Default;

     (2) holders of at least 25% in aggregate principal amount of outstanding notes (including outstanding notes not tendered in the exchange offer) have made written request to the trustee to institute proceedings in respect of the Event of Default in its own name as trustee under the Indenture;

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     (3) holders have offered to the trustee indemnity reasonably satisfactory to the trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

     (4) the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (5) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding notes (including outstanding notes not tendered in the exchange offer) have not given the trustee a direction that is inconsistent with such written request.

     Notwithstanding anything to the contrary, the right of a holder of a note to receive payment of principal of or interest on its note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the consent of that holder.

     If any Default occurs and is continuing and is known to the trustee, the trustee will send notice of the Default to each holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any note, the trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the trustee in good faith determine that withholding the notice is in the interest of the holders.

No Liability of Directors, Officers, Employees, Incorporators and Stockholders

     No director, officer, employee, incorporator, member or stockholder of Century or any Guarantor, as such, will have any liability for any obligations of Century or such Guarantor under the notes, any note guaranty, the indenture or the registration rights agreement or for any claim based on, in respect of, or by reason of, such obligations. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Amendments and Waivers

  Amendments Without Consent of Holders

     Century and the trustee may amend or supplement the indenture and/or the notes without notice to or the consent of any noteholder

     (1) to cure any ambiguity, defect or inconsistency in the indenture or the notes;

     (2) to comply with “Consolidation, Merger or Sale of Assets”;

     (3) to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act;

     (4) to evidence and provide for the acceptance of appointment hereunder by a successor trustee;

     (5) to provide for uncertificated notes in addition to or in place of certificated notes, provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code;

     (6) to provide for any Guarantee of the notes, to provide security for the notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the notes when such release, termination or discharge is permitted by the indenture; or

     (7) to conform any provision to the section in the offering circular dated August 10, 2004 with respect to the outstanding notes entitled “Description of the Notes.”

  Amendments With Consent of Holders

     Except as otherwise provided in “Default and Remedies — Consequences of an Event of Default” or the next succeeding paragraph, Century and the trustee may amend the indenture and/or the notes with the written consent of the holders of a majority in principal amount of the outstanding notes (including outstanding notes not tendered in the exchange offer) and the holders of a majority in principal amount of the outstanding notes (including outstanding

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notes not tendered in the exchange offer) may waive future compliance by Century with any provision of the indenture or the notes.

     Notwithstanding the provisions of the preceding paragraph, without the consent of each holder affected, an amendment or waiver may not

     (1) reduce the principal amount of or change the Stated Maturity of any installment of principal of any note,

     (2) reduce the rate of or change the Stated Maturity of any interest payment on any note,

     (3) reduce the amount payable upon the redemption of any note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

     (4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

     (5) make any note payable in money other than that stated in the note,

     (6) impair the right of any holder of notes to receive any principal payment or interest payment on such holder’s notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

     (7) make any change in the percentage of the principal amount of the notes required for amendments or waivers,

     (8) modify or change any provision of the indenture affecting the ranking of the notes or any note guaranty in a manner adverse to the holders of the notes, or

     (9) make any change in any note guaranty that would adversely affect the noteholders;

provided that the provisions of “Certain Covenants — Repurchase of Notes Upon a Change of Control” and “— Limitation on Asset Sales” may, except as provided above, be amended or waived with the consent of holders holding not less than 66 2/3% in aggregate principal amount of the notes (including outstanding notes not tendered in the exchange offer).

     It is not necessary for noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

     Neither Century nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid or agreed to be paid to all holders of the notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Defeasance and Discharge

     Century may discharge its obligations under the notes and the indenture by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption within one year, subject to meeting certain other conditions.

Century may also elect at any time prior to the scheduled maturity of the notes to

     (1) discharge most of its obligations in respect of the notes and the indenture, not including obligations related to the defeasance trust or to the replacement of notes or its obligations to the trustee (“legal defeasance”) or

     (2) discharge its obligations under most of the covenants and under clauses (3) and (4) of “Consolidation, Merger or Sale of Assets — Consolidation, Merger or Sale of Assets by Century” (and the events listed in clauses (3), (4), (5), (6) and (9) under “Default and Remedies — Events of Default” will no longer constitute Events of Default) (“covenant defeasance”)

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by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption and by meeting certain other conditions, including delivery to the trustee of either a ruling received from the Internal Revenue Service or an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance, such an opinion may not be given absent a change of law after the Issue Date. The defeasance would in each case be effective when 123 days have passed since the date of the deposit in trust.

     In the case of either discharge or defeasance, the note guarantees, if any, will terminate.

Concerning the Trustee

     Wilmington Trust Company is the trustee under the indenture. Wilmington Trust Company is the trustee for our outstanding first mortgage notes indenture and also acts as trustee for the Convertible Notes indenture.

     Except during the continuance of an Event of Default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

     The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditor of Century, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with Century and its Affiliates; provided that if it acquires any conflicting interest it must either eliminate the conflict within 90 days, apply to the SEC for permission to continue or resign.

Book Entry; Delivery and Form

     The exchange notes will be issued in registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof. Except as described below under “—Certificated Notes,” the exchange notes will be issued in the form of global notes, as further provided below.

     The trustee is not required

•   to issue, register the transfer of or exchange any note for a period of 15 days before a selection of notes to be redeemed or purchased pursuant to an Offer to Purchase,

•   to register the transfer of or exchange any note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any note not being redeemed or purchased, or

•   if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer or exchange of any note on or after the regular record date and before the date of redemption or purchase.

     No service charge will be imposed in connection with any transfer or exchange of any note, but Century may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

  Global Notes

     Global notes will be deposited with a custodian for DTC, and registered in the name of a nominee of DTC. Beneficial interests in the global notes will be shown on records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream. So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee will be considered the sole owner or holder of the notes represented by such global note for all purposes under the indenture and the notes. No owner of a beneficial interest in a global note will

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be able to transfer such interest except in accordance with DTC’s applicable procedures and the applicable procedures of its direct and indirect participants.

     Investors may hold their beneficial interests in the global notes directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC. All interests in a global note may be subject to the procedures and requirements of DTC.

     Payments of principal and interest under each global note will be made to DTC’s nominee as the registered owner of such global note. Century expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants’ accounts with payments proportional to their respective beneficial interests in the principal amount of the relevant global note as shown on the records of DTC. Century also expects that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of Century, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any global note or for maintaining or reviewing any records relating to such beneficial interests.

     DTC has advised Century that DTC is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of participants. The participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

  Certificated Notes

     If DTC notifies Century that it is unwilling or unable to continue as depositary for a global note and a successor depositary is not appointed by Century within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in that global note for one or more certificated notes registered in the name of the owner of such beneficial interest, as identified by DTC.

     In addition, the trustee will exchange each beneficial interest in a global note for one or more certificated notes upon written request by the holder of such interest in accordance with the requirements of the indenture and the applicable rules and procedures of the depositary.

Same Day Settlement and Payment

     The indenture will require that payments in respect of the notes represented by the global notes be made by wire transfer of immediately available funds to the accounts specified by holders of the global notes. With respect to notes in certificated form, Century will make all payments by mailing a check to each holder’s registered address or, at Century’s option, by wire transfer of immediately available funds to the accounts specified by the holders thereof.

     The notes represented by the global notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Century expects that secondary trading in any certificated notes will also be settled in immediately available funds.

     The information described above concerning DTC and its book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

     Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, it is under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time. None of Century, the initial purchasers or the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

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Governing Law

     The indenture, including any note guarantees, and the notes shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

     “Acquired Debt” means (i) Debt of a Person existing at the time the Person merges with or into or becomes a Restricted Subsidiary or (ii) Debt incurred as an assumed liability in connection with the acquisition of related assets, in each case not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary or the assets being acquired.

     “Additional Interest” means additional interest owed to the holders pursuant to the Registration Rights Agreement.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Asset Sale” means any sale, lease (other than operating leases entered into in the ordinary course of business), transfer or other disposition of any assets by Century or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction or Sale and Leaseback Transaction and including any sale or issuance of Equity Interests of any Restricted Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

     (1) a disposition to Century or a Wholly Owned Restricted Subsidiary, including the sale or issuance by Century or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to Century or any Wholly Owned Restricted Subsidiary;

     (2) (A) the disposition by Century or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, (ii) inventory or other assets acquired or produced and held for sale or resale in the ordinary course of business, or (iii) rights granted to others pursuant to leases, subleases or licenses and (B) the disposition by Century Aluminum of Kentucky LLC of power in the ordinary course of business;

     (3) the sale or discount of accounts receivable (including receivables due from Affiliates) arising in the ordinary course of business in connection with the compromise or collection thereof;

     (4) a transaction that is governed by the covenant described under “Consolidation, Merger or Sale of Assets — Consolidation, Merger or Sale of Assets by Century”;

     (5) a Restricted Payment permitted under “Limitation on Restricted Payments” or a Permitted Investment;

     (6) any disposition in a transaction or series of related transactions of assets with a fair market value of less than $5.0 million;

     (7) any disposition of Equity Interests of an Unrestricted Subsidiary;

     (8) the granting of a Lien, other than in connection with a Sale and Leaseback Transaction, if the Lien is granted in compliance with the covenant described under “Limitation on Liens”;

     (9) any disposition of (a) any part or all of the equity ownership of Century Aluminum of West Virginia, or any part or all of its assets, or (b) any Equity Interests of any Joint Venture that is not a Restricted Subsidiary; provided that the disposition is for fair market value, as determined in good faith by the Board of Directors, and any Net Cash Proceeds from such disposition (treated as if it was an Asset Sale) shall be applied as set forth under paragraphs (3) and (4) of the covenant described above under “— Limitation on Asset Sales”; and

     (10) the settlement or termination of any Hedging Agreement.

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     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

     “Average Life” means, with respect to any Debt, the quotient obtained by dividing

     (i) the sum of the products, determined for each scheduled principal payment of such Debt occurring after the date of determination, of

     (x) the number of years from the date of determination to the date of such principal payment, and

     (y) the amount of such principal payment by

     (ii) the sum of all such principal payments.

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close.

     “Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

     “Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

     “Cash Equivalents” means

     (1) United States dollars, or money in other currencies received in the ordinary course of business,

     (2) U.S. Government Obligations and obligations of any agency of the U.S. Government rated AAA by S&P and Aaa by Moody’s at the time of acquisition, in each case with maturities not exceeding one year from the date of acquisition,

     (3) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $500.0 million whose short-term debt is rated at least P-2 by Moody’s or A-2 by S&P,

     (4) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,

     (5) commercial paper rated at least P-1 by Moody’s or A-1 by S&P at the time of acquisition and maturing within six months after the date of acquisition,

     (6) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above, and

     (7) in the case of any Foreign Restricted Subsidiary, substantially similar investments made in the ordinary course of business and denominated in the currency of any location where the Foreign Restricted Subsidiary conducts business.

     “Change of Control” means:

     (1) the merger or consolidation of Century with or into another Person or the merger of another Person with or into Century, or the sale of all or substantially all the assets of Century to another Person, (in each case, unless such other Person is a Permitted Holder) unless holders of a majority of the aggregate voting power of the Voting Stock of Century, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving or transferee Person;

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     (2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 40% of the total voting power of the Voting Stock of Century (other than through the creation of a holding company for Century that does not involve a change in the beneficial ownership of Century as a result of the transaction); provided that indirect beneficial ownership of more than 40% of the total voting power of the Voting Stock of Century through direct or indirect ownership of Voting Stock or Capital Stock of Glencore by (a) the then-current or former officers or employees of Glencore or any of its Subsidiaries (the “Glencore Employees”) and/or (b) by any Person controlled by the Glencore Employees shall not be deemed to constitute a Change of Control if the composition of the Glencore Employees continues to be comprised in a manner consistent with the manner in which it is comprised on the Issue Date.

     (3) at any time during any period of two consecutive years after the Issue Date, individuals who at the beginning of any such period constituted the Board of Directors of Century, together with any new directors whose election by such Board or whose nomination for election by the stockholders of Century was approved by a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of Century then in office; or

     (4) the adoption of a plan relating to the liquidation or dissolution of Century.

     The phrase “all or substantially all,” as used with respect to the assets of Century, is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of Century has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of the “Change of Control” provisions of the indenture could be unclear.

     “Common Stock” means Capital Stock not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

     “Consolidated Net Income” means, for any period, the aggregate net income (or loss) of Century and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP, provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

     (1) the net income (or loss) of any Person that is not a Restricted Subsidiary or is accounted for by the equity method of accounting, except to the extent of the lesser of

     (x) the dividends or other distributions actually paid in cash to Century or any of its Restricted Subsidiaries (subject to clause (3) below) by such Person during such period, and

     (y) Century’s pro rata share of such Person’s net income earned during such period;

     (2) any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

     (3) the net income (or loss) of any Restricted Subsidiary (other than Nordural and any Nordural Holding Company) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (provided that any loss of such Person for the relevant period shall be included in calculating Consolidated Net Income to the extent of the amount of cash Investments in such Person (whether by loan, capital contribution or otherwise) made during the relevant period by Century or any of its other Restricted Subsidiaries), provided further that if the declaration or payment of dividends or similar distributions by any Restricted Subsidiary would have been permitted at the end of the relevant period, the net income of such Restricted Subsidiary shall be included for the entire relevant period;

     (4) any net after-tax gains and losses attributable to Asset Sales;

     (5) any net after-tax extraordinary gains and losses determined in accordance with GAAP and any gains or losses in connection with the early retirement of Debt;

     (6) the cumulative effect of a change in accounting principles;

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     (7) any after-tax amortization expense attributable to the Agreement for Electric Service dated July 15, 1998 with Green River Company related to the Hawesville facility to the extent that such expense represents amortization of the value attributed thereto in connection with the purchase of the Hawesville facility by Century or its Restricted Subsidiaries;

     (8) any after-tax non-cash losses or gains, determined in accordance with GAAP, relating to Hedging Agreements until such time as such agreements are settled (at which time such losses or gains shall be included);

     (9) any after-tax non-cash losses or gains related to the write-up or write-down of inventory to reflect a change in market value of such inventory until such time as such inventory is sold (at which time such losses or gains shall be included); and

     (10) any amortization of debt issuance costs excluded from Interest Expense.

     “Consolidated Net Worth” means, at any date of determination, the consolidated stockholders’ equity of Century and its Restricted Subsidiaries, calculated excluding

     (1) any amounts attributable to Disqualified Stock,

     (2) treasury stock,

     (3) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made in accordance with GAAP as a result of the acquisition of such business) subsequent to the Issue Date in the book value of any asset, and

     (4) the cumulative effect of a change in accounting principles.

     “Convertible Notes” means Century’s 1.75% convertible senior notes due 2024.

     “Credit Agreement” means the credit agreement dated as of April 2, 2001 among Century, the lenders and agents party thereto and Fleet Capital Corporation, as administrative and documentation agent, together with any related documents (including any security documents and guarantee agreements), as such agreement may be amended, modified, supplemented, extended, renewed, refinanced or replaced or substituted from time to time, including any subsequent refinancings, replacements or substitutions.

     “Debt” means, with respect to any Person, without duplication,

     (1) all indebtedness of such Person for borrowed money;

     (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

     (3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within three Business Days;

     (4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services to the extent recorded as liabilities under GAAP, excluding trade payables arising in the ordinary course of business;

     (5) all obligations of such Person as lessee under Capital Leases and all Attributable Debt;

     (6) all Debt of other Persons Guaranteed by such Person (including by securing such Debt by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person) to the extent so Guaranteed, other than a Limited Recourse Guaranty; and

     (7) all obligations of such Person under Hedging Agreements.

     The amount of Debt on any date of determination of any Person under clauses (1) through (7) will be deemed to be:

     (A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

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     (B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

     (C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

     (D) with respect to any Hedging Agreements, the net amount payable, if any, by such Person if such Hedging Agreement terminated at that time due to default by such Person; and

     (E) otherwise, the outstanding principal amount thereof.

     The principal amount of any Debt or other obligation that is denominated in any currency other than United States dollars (after giving effect to any Hedging Agreement in respect thereof) shall be the amount thereof, as determined pursuant to the foregoing sentence, converted into United States dollars at the Spot Rate in effect on the date of determination. For this purpose, “Spot Rate” shall mean, for any currency, the spot rate at which that currency is offered for sale against United States dollars as published in The Wall Street Journal on the business day immediately preceding the date of determination or, if that rate is not available in that publication, as determined in any publicly available source of similar market data.

     “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

     “Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are

     (1) required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the notes for consideration other than Qualified Equity Interests, or

     (2) convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the notes if those provisions

     (A) are no more favorable to the holders than “Certain Covenants — Limitation on Asset Sales” and “— Repurchase of Notes Upon a Change of Control”, and

     (B) specifically state that repurchase or redemption pursuant thereto will not be required prior to Century’s repurchase of the notes as required by the indenture.

     “Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

     “Domestic Restricted Subsidiary” means any Restricted Subsidiary formed under the laws of, or 50% or more of the assets of which are located in, the United States of America or any jurisdiction thereof.

     “EBITDA” means, for any period, the sum of:

     (1) Consolidated Net Income, plus, in each case, without duplication:

     (2) to the extent deducted in calculating Consolidated Net Income, Fixed Charges, plus

     (3) to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for Century and its Restricted Subsidiaries in conformity with GAAP:

     (A) income taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales, extraordinary gains or losses or gains or losses in connection with the early retirement of Debt; and

     (B) depreciation, amortization and all other non-cash items reducing Consolidated Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income (not including non-cash items in a period which reflect cash income received or to be received in another period);

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provided that, with respect to any Restricted Subsidiary, such items (2) and (3)(A) and (B) will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income.

     “Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity (including, without limitation, the Convertible Notes).

     “Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

     (x) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which financial statements have been provided (or, if not timely provided, required to be provided) pursuant to the indenture (whether through filing of a Form 10-Q or a Form 10-K for such period or an earnings release filed on Form 8-K) or, in the case of periods prior to the Issue Date, filed with the SEC (the “reference period”) to

     (y) the aggregate Fixed Charges during such reference period.

In making the foregoing calculation,

     (1) pro forma effect will be given to any Debt or Disqualified or Preferred Stock Incurred during or after the reference period to the extent the Debt or Disqualified or Preferred Stock is outstanding or is to be Incurred on the transaction date as if the Debt or Disqualified or Preferred Stock had been Incurred on the first day of the reference period;

     (2) pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement protecting against fluctuations in interest rates applicable to the Debt, if the Hedging Agreement protecting against fluctuations in interest rates has a remaining term of at least 12 months or, if less, a remaining term equal to the remaining term of such Debt) had been the applicable rate for the entire reference period;

     (3) Fixed Charges related to any Debt or Disqualified or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

     (4) pro forma effect will be given to

     (A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

     (B) the acquisition or disposition of companies, divisions or lines of businesses by Century and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

     (C) the discontinuation of any discontinued operations that have occurred since the beginning of the reference period

as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period; and

     (5) when the Nordural expansion, as described in the offering circular dated August 10, 2004 with respect to the outstanding notes under “Business — Recent Developments — The Nordural Acquisition and Expansion” is complete and the expanded facility is operational for a complete fiscal quarter but less than the four fiscal quarters included in the reference period, pro forma effect shall be given to the results of Nordural directly attributable to the expansion as if such expansion had been completed at the beginning of the reference period; to make such pro forma calculation, Century shall take the results of operations directly attributable to the expansion facility for the fiscal quarter or quarters when the expanded facility is operational and annualize them on a simple arithmetic basis, and shall exclude actual results directly attributable to the expansion facility for the fiscal quarter or quarters prior to full operations. Prior to consummation of any transaction that is being completed in reliance upon such pro forma calculation, Century shall deliver an Officer’s

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Certificate executed by Century’s principal financial or accounting officer to the Trustee certifying that such calculations were made in accordance with the indenture.

To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

     “Fixed Charges” means, for any period, the sum of

     (1) Interest Expense for such period; and

     (2) the product of

     (x) cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified Stock of Century or Disqualified Stock or Preferred Stock of a Restricted Subsidiary, except for dividends payable solely, or solely at Century’s option, in Century’s Qualified Stock or paid to Century or to a Wholly Owned Restricted Subsidiary, and

     (y) a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to Century and its Restricted Subsidiaries;

provided that, with respect to any Restricted Subsidiary, its Fixed Charges will be included for purposes of calculating the Fixed Charge Coverage Ratio only to the extent and in the same proportion that the relevant Restricted Subsidiary’s Fixed Charges were included in calculating EBITDA.

     “Foreign-Owned Parent Holding Company” means any Parent Holding Company, all of the Equity Interests of which are owned by one or more Foreign Restricted Subsidiaries.

     “Foreign Person” means any Person that is formed under the laws of, and 50% or more of its assets are located in, any jurisdictions outside the United States of America.

     “Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date.

     “Glencore” means Glencore International AG, a corporation organized under the laws of Switzerland.

     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person

     (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on an arm’s-length basis and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or

     (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part;

provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business or indemnities given in connection with any disposition of assets. The term “Guarantee” used as a verb has a corresponding meaning. Notwithstanding the foregoing, contracts for the purchase of alumina or bauxite with any Person owning the Gramercy alumina facility or the Jamaican bauxite operations, as the case may be, that provide for pricing in a manner similar to that described in the offering circular dated August 10, 2004 with respect to the outstanding notes under “The Planned Gramercy Acquisition”, and any amendments, modifications or replacements from time to time, including any subsequent replacements, that are not materially less favorable to Century and its Restricted Subsidiaries than the agreements so described shall not be deemed to be Guarantees by Century and its Restricted Subsidiaries of any obligations of such Person or an Investment in such Person.

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     “Guarantor” means (i) each Domestic Restricted Subsidiary of Century in existence on the Issue Date other than Century Aluminum of Kentucky LLC (until the repayment date) and (ii) each Restricted Subsidiary that executes a supplemental indenture in the form included in the indenture providing for the guaranty of the payment of the notes, or any successor obligor under its note guaranty pursuant to “Consolidation, Merger or Sale of Assets”, in each case unless and until such Guarantor is released from its note guaranty pursuant to the indenture.

     “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in commodity or raw material prices, including any commodity forward sales contract at a fixed price.

     “Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the Issue Date (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of “Certain Covenants — Limitation on Debt and Disqualified or Preferred Stock,” but will not be considered the sale or issuance of Equity Interests for purposes of “— Limitation on Sale or Issuance of Equity Interests of Restricted Subsidiaries” or “— Limitation on Asset Sales.” The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

     “Interest Expense” means, for any period, the consolidated interest expense of Century and its Restricted Subsidiaries determined in accordance with GAAP, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by Century or its Restricted Subsidiaries, without duplication,

     (i) interest expense attributable to Sale and Leaseback Transactions,

     (ii) amortization of debt discount and debt issuance costs (other than debt issuance costs incurred in connection with the offering of the outstanding notes and the Convertible Notes offering and any other debt issuance costs incurred prior to the Issue Date or in respect of the Nordural refinancing described in the offering circular dated August 10, 2004 with respect to the outstanding notes, which costs shall be excluded from Interest Expense) provided that expenses relating to the early retirement of Debt shall not be deemed Debt issuance costs,

     (iii) capitalized interest,

     (iv) non-cash interest expense,

     (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing,

     (vi) net payments made, or less net payments received, pursuant to Hedging Agreements, (other than Hedging Agreements relating to commodities or raw materials), and amortization of fees in respect thereof; provided that (a) such Hedging Agreement was entered into for the purpose of hedging interest rate or currency rate risk with respect to Debt of Century (the “underlying Debt”) and (b) payments made or received in respect of hedges of the principal amount of the underlying Debt shall be excluded, and

     (vii) any of the above expenses with respect to Debt of another Person Guaranteed by Century or any of its Restricted Subsidiaries (other than Non-Recourse Debt of a Joint Venture Guaranteed solely pursuant to a Limited Recourse Guarantee).

     “Investment” means, for any Person,

     (1) any direct or indirect advance, loan or other extension of credit to another Person,

     (2) any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

     (3) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

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     (4) any Guarantee of any obligation of another Person.

If Century or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of Century, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the indenture, all remaining Investments of Century and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time.

     The acquisition of a direct undivided interest in assets in a manner substantially similar (including such interests being subject to similar ownership and operating agreements) to Century’s and its Restricted Subsidiaries’ direct ownership interest in assets comprising the Mt. Holly facility would not, by itself, constitute an “Investment” because it does not meet the definition set forth above; however, the acquisition by Century or any Restricted Subsidiary of the Equity Interests of a Person that owns or operates such undivided interests would constitute an Investment.

     “Investment Grade” means a rating of BBB— or higher by S&P and Baa3 or higher by Moody’s. If S&P or Moody’s shall cease to act as a securities rating agency, Century shall select any other nationally recognized securities rating agency in their stead and the equivalent of such ratings by such rating agency shall be used.

     “Issue Date” means the date on which the outstanding notes were originally issued under the indenture.

     “Joint Venture” means any joint venture or partnership between the Company or any Restricted Subsidiary and any other Person (other than an Unrestricted Subsidiary), whether or not such joint venture or partnership is a Subsidiary of the Company or any Restricted Subsidiary.

     “Joint Venture Holding Company” means any Subsidiary of Century the activities of which are limited, directly or indirectly, to making and owning Equity Interests and other Investments in a Joint Venture or Unrestricted Subsidiary and activities incidental thereto, including participation in financing arrangements of such Joint Venture or Unrestricted Subsidiary (but in each case only for so long as its activities are so limited).

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Sale and Leaseback Transaction).

     “Limited Recourse Guaranty” means, with respect to any Non-Recourse Debt of a Joint Venture or Unrestricted Subsidiary, any Guarantee of such Debt by any related Joint Venture Holding Company, including a pledge by any such Joint Venture Holding Company of the Capital Stock and other Investments held in such Joint Venture or Unrestricted Subsidiary, provided that in any event such Guarantee and pledge are non-recourse in all respects to the Company and its Restricted Subsidiaries other than such Joint Venture Holding Company.

     “Limited Recourse Parent Guaranty” means, with respect to any Debt of a Foreign Restricted Subsidiary, any Guarantee of such Debt by any related Parent Holding Company, including a pledge by any such related Parent Holding Company of the Capital Stock and other Investments held in such Foreign Restricted Subsidiary or any other Parent Holding Company in respect of such Foreign Restricted Subsidiary.

     “Moody’s” means Moody’s Investors Service, Inc. and its successors.

     “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to, principal, but not interest, when received in the form of cash, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of

     (1) brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment bankers;

     (2) provisions for taxes as a result of such Asset Sale taking into account the consolidated results of operations of Century and its Restricted Subsidiaries;

     (3) payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold; and

     (4) appropriate amounts to be provided in conformity with GAAP as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to

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environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

     “Non-Recourse Debt” means Debt as to which (i) neither Century nor any Restricted Subsidiary (other than a Joint Venture Holding Company) provides any Guarantee and as to which the lenders have agreed or have been notified in writing that they will not have any recourse to the stock or assets of Century or any Restricted Subsidiary (other than a Limited Recourse Guaranty by a Joint Venture Holding Company) and (ii) no default thereunder would, as such, constitute a default under any Debt of Century or any Restricted Subsidiary (other than Debt of a Joint Venture Holding Company).

     “Nordural” means Nordural hf and its successors.

     “Nordural Holding Company” means any Restricted Subsidiary of Century that has no assets and conducts no operations other than the direct or indirect holding of Equity Interests and other Investments in Nordural and activities incidental thereto, including participation in financing arrangements of Nordural (but in each case only for so long as its activities are so limited), and the receipt, reinvestment or distribution of dividends, interest and other distributions.

     “Note Guaranty” means the guaranty of the notes by a Guarantor pursuant to the indenture.

     “Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

     “Parent Holding Company” means any Restricted Subsidiary of Century (including any Nordural Holding Company) that has no assets and conducts no operations other than the direct or indirect holding of Equity Interests or other Investments in a Foreign Restricted Subsidiary of Century and activities incidental thereto, including participation in financing arrangements of such Subsidiary (but only for so long as its activities are so limited), and the receipt, reinvestment or distribution of dividends, interest and other distributions.

     “Permitted Business” means the business of reducing, refining, processing and selling alumina, primary aluminum and aluminum products, and any business reasonably related, incidental or ancillary thereto.

     “Permitted Holders” means any or all of the following:

     (1) Glencore; and

     (2) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) is owned 80% by the Person specified in clause (1).

     “Permitted Investments” means:

     (1) any Investment in Century or in a Restricted Subsidiary engaged in a Permitted Business;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by Century or any Subsidiary of Century in a Person, if as a result of such Investment,

     (A) such Person becomes a Restricted Subsidiary engaged in a Permitted Business, or

     (B) such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, Century or a Restricted Subsidiary engaged in a Permitted Business;

     (4) Investments received as non-cash consideration in an Asset Sale made pursuant to and in compliance with “Certain Covenants — Limitation on Asset Sales”;

     (5) any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of Century; provided that any proceeds of the issuance of such Qualified

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Equity Interests shall not be included in making the calculations under clause (3) of paragraph (a) under “— Certain Covenants — Limitation on Restricted Payments”;

     (6) Hedging Agreements otherwise permitted under the indenture;

     (7) (i) receivables owing to Century or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, and (iii) securities, instruments or other obligations received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments;

     (8) payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, officers, directors and employees (including loans or Guarantees to satisfy tax withholding obligations of such persons upon the exercise of options or the vesting of performance shares), in each case in the ordinary course of business, not in excess of $2.0 million outstanding at any time;

     (9) extensions of credit to customers and suppliers in the ordinary course of business; and

     (10) Investments in any Joint Venture directly or indirectly owning the Gramercy alumina facility, a 49% interest in a Jamaican partnership that owns bauxite mining operations and related assets (a) in an amount not to exceed $11.5 million, plus any closing or post-closing purchase price adjustments, which Investments are used to finance the acquisition of such facility, partnership interests and related assets by such Joint Venture (b) in amounts necessary to fund obligations of such Joint Venture with respect to environmental costs, workers’ compensation, pensions and benefit plans or self-insurance liabilities and other related expenses in an amount not to exceed $15.0 million and (c) made or deemed to be made as a result of Century and its Restricted Subsidiaries’ funding or obligation to fund one-half of such Joint Venture’s capital expenditures.

     “Permitted Liens” means:

     (1) Liens existing on the Issue Date not otherwise constituting Permitted Liens;

     (2) Liens securing Century’s 11.75% senior secured first mortgage notes due 2008, the guarantees relating thereto and other Obligations in respect thereof;

     (3) Liens securing Debt under or with respect to the Credit Agreement incurred pursuant to clause (1) of Permitted Debt and Obligations in respect thereof; provided that such Liens only extend to current assets;

     (4) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations (including, without limitation, obligations pursuant to Environmental Laws), surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt;

     (5) Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

     (6) Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings;

     (7) Liens securing reimbursement obligations with respect to letters of credit that solely encumber documents and other property relating to such letters of credit and the proceeds thereof;

     (8) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of Century and its Restricted Subsidiaries;

     (9) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

     (10) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including netting and setoff rights with respect to (but not collateral pledged to secure) obligations under Hedging Agreements;

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     (11) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

     (12) options, put and call arrangements, rights of first refusal and similar rights and customary reciprocal easements or other rights of use relating to Investments in joint ventures, partnerships and the like, or relating to ownership of undivided interests in assets subject to a joint ownership or similar agreement;

     (13) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as (x) no judgment default has occurred and is continuing and (y) the aggregate amount of all obligations secured by such judgment liens and other Liens described in this clause does not at any time exceed $10.0 million;

     (14) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary, provided such Liens were not created in contemplation thereof and do not extend to any other property of Century or any Restricted Subsidiary;

     (15) Liens on property at the time Century or any of the Restricted Subsidiaries acquires such property, including by means of a merger or consolidation with or into Century or a Restricted Subsidiary, provided such Liens were not created in contemplation thereof and do not extend to any other property of Century or any Restricted Subsidiary;

     (16) Liens incurred or assumed in connection with the issuance of revenue bonds the interest on which is tax-exempt under the Internal Revenue Code;

     (17) Liens securing or comprising a Limited Recourse Guaranty;

     (18) extensions, renewals or replacements of any Liens referred to in clauses (1), (14), (15) or (16) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such Lien is not increased;

     (19) Liens on assets of Foreign Restricted Subsidiaries and the related Parent Holding Companies securing Debt of Foreign Restricted Subsidiaries and the related Limited Recourse Parent Guaranty permitted to be incurred under the indenture (and Obligations in respect thereof), including any Liens constituting encumbrances or restrictions on the ability of Century or any of its Restricted Subsidiaries to dispose of the Equity Interests of any such Foreign Restricted Subsidiary; and

     (20) other Liens securing Obligations in an aggregate amount not to exceed $150.0 million at any time outstanding.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

     “Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

     “Public Equity Offering” means an underwritten primary public offering, after the Issue Date, of Qualified Stock of Century pursuant to an effective registration statement under the Securities Act other than an issuance registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees.

     “Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

     “Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

     “Restricted Subsidiary” means any Subsidiary of Century other than an Unrestricted Subsidiary.

     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and its successors.

     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

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     “Significant Restricted Subsidiary” means any Restricted Subsidiary, or group of Restricted Subsidiaries, that would, taken together, be a “significant subsidiary” as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as that regulation is in effect on the Issue Date.

     “Stated Maturity” means

     (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or

     (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt,

     not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

     “Subordinated Debt” means any Debt of Century or any Guarantor which is subordinated in right of payment to the notes or any note guaranty, as applicable, pursuant to a written agreement to that effect.

     “Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of Century.

     “Total Assets” means the total combined assets of Century’s Foreign Restricted Subsidiaries, as shown on the most recent balance sheet of Century provided to the trustee pursuant to the indenture.

     “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

     “Unrestricted Subsidiary” means any Subsidiary of Century that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with “Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries”.

     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

     “Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by Century and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

131

UNITED STATES FEDERAL TAX CONSIDERATIONS

     The following is a general discussion of certain United States federal income and estate tax consequences of the acquisition, ownership and disposition of the exchange notes. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof, all of which may be repealed, revoked or modified so as to result in United States federal tax consequences different from those described below. These changes could be applied retroactively in a manner that could adversely affect holders of the exchange notes. It is therefore possible that the consequences of the acquisition, ownership and disposition of the exchange notes may differ from the treatment described below. In addition, the authorities on which this discussion is based are subject to various interpretations and there is no guarantee that the Internal Revenue Service (“IRS”) or the courts will not take a contrary position. Moreover, no rulings have been or will be sought from the IRS with regard to the transactions described herein. Accordingly, there can be no assurance that the IRS will not challenge the conclusions of this discussion or that a court would not sustain such a challenge.

     This discussion applies only to holders of exchange notes in this offering who purchased our outstanding notes in the original offering at the first price at which a substantial amount of the notes were sold to persons other than persons acting in the capacity of underwriters and does not address other purchasers. In addition, the tax treatment of a holder of the exchange notes may vary depending upon the particular situation of the holder. This discussion is limited to investors who will hold the exchange notes as capital assets and does not deal with holders that may be subject to special tax rules (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, dealers or traders in securities or currencies, holders whose functional currency is not the U.S. dollar, certain U.S. expatriates, or holders who will hold the notes as a hedge against currency risks or as part of a straddle, synthetic security, conversion transaction or other integrated investment comprised of the notes and one or more other investments).

     This discussion is for general information only and does not address any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Prospective holders should consult their own tax advisors as to the particular tax consequences to them of acquiring, holding or disposing of the notes and the exchange notes.

U.S. Holders

     For purposes of this discussion, a “U.S. holder” of a note is a holder who for United States federal income tax purposes is:

•   an individual that is a citizen or resident of the United States (including certain former citizens and former longtime residents);

•   a corporation or other entity created or organized in or under the laws of the United States or any political subdivision thereof;

•   an estate the income of which is subject to United States federal income taxation regardless of its source; or

•   a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

Notwithstanding the preceding sentence, to the extent provided in United States Treasury regulations, certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons also will be U.S. holders. A “non-U.S. holder” is a holder that is not a U.S. holder. If a partnership holds notes, the tax treatment of the partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding notes should consult their tax advisors.

     Interest. Stated interest on an exchange note will generally be taxable to a U.S. holder as ordinary income from domestic sources at the time it is paid or accrued in accordance with the U.S. holder’s method of accounting for income tax purposes.

     Additional Payments. We intend to treat the possibility of a payment of additional interest on the notes as a result of our failure to cause the notes to be registered under the Securities Act and the possibility of a payment of the 1% premium upon a repurchase of the notes after a Change of Control as “remote” or “incidental” under applicable United States Treasury regulations. We therefore do not intend to treat these possibilities as affecting the

132

amount and timing of interest income recognized on the notes or the character of income recognized on the sale, exchange or redemption of the notes. Our determination that each such possibility is remote or incidental is binding on each U.S. holder unless the holder explicitly discloses that it is taking a different position in the manner required by applicable Treasury regulations. Our determination, however, is not binding on the IRS. If the IRS were to take a contrary position, the amount and timing of interest income recognized on the notes and the character of income recognized on the sale, exchange or redemption of the notes could be difference from that described herein. See “Description of the Exchange Notes.”

     Disposition of exchange notes. Upon the sale, exchange, retirement at maturity or other taxable disposition of the exchange notes (collectively, a “disposition”), a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount realized by the holder (except to the extent such amount is attributable to accrued but unpaid interest, which will be treated as such) and the holder’s adjusted tax basis in the exchange note. This capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the notes exceeds one year at the time of the disposition.

     Exchange of notes. The exchange of notes by a U.S. holder for exchange notes will not constitute a taxable exchange. A U.S. holder will have the same tax basis and holding period in the exchange notes as it did in the notes at the time of such exchange.

Non-U.S. Holders

     Interest. Interest that we pay to a non-U.S. holder will not be subject to United States federal income or withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder and, among other things, the non-U.S. holder:

•   does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

•   is not a controlled foreign corporation for United States federal income tax purposes and to which we are a related person; and

•   certifies to us, our paying agent or the person who would otherwise be required to withhold United States tax, on Form W-8BEN or other similar form signed under penalties of perjury, that the holder is not a United States person and provides the holder’s name and address (the “Certification Requirement”).

A non-U.S. holder’s interest on the exchange notes that is not effectively connected with the conduct of a trade or business within the United States and does not satisfy the three requirements of the preceding sentence would generally be subject to United States withholding tax at a flat rate of 30% (or a lower applicable treaty rate). If a non-U.S. holder’s interest on the exchange notes is effectively connected with the conduct of a trade or business within the United States, then the non-U.S. holder will be subject to United States federal income tax on such interest income in essentially the same manner as a U.S. holder, will be required to provide a Form W-8ECI in order to claim an exemption from withholding tax and, in the case of a non-U.S. holder that is a foreign corporation, may also be subject to the branch profits tax.

     Gain on Disposition. A non-U.S. holder generally will not be subject to United States federal income tax with respect to gain recognized on a sale, redemption or other disposition of the exchange notes unless:

•   the gain is effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder; or

•   in the case of a non-U.S. holder who is a nonresident alien individual, such holder is present in the United States for 183 or more days in the year and certain other requirements are met.

     United States Federal Estate Taxes. Exchange notes beneficially owned by an individual who at the time of death is a non-U.S. holder will not be subject to United States federal estate tax as a result of such individual’s death, provided that such individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote and provided that the interest payments with respect to the notes would not have been, if received at the time of the individual’s death, effectively connected with the conduct of a trade or business in the United States by such individual.

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Information Reporting and Backup Withholding

     We will, when required, report to the holders of the exchange notes and the IRS the amount of any interest paid on the exchange notes in each calendar year and the amount of tax withheld, if any, with respect to these payments.

     Certain non-corporate U.S. holders may be subject to backup withholding at a rate of 28% on payments of principal, premium and interest on, and the proceeds of the disposition of, the exchange notes. In general, backup withholding will be imposed only if the U.S. holder:

•   fails to furnish its taxpayer identification number (“TIN”), which, for an individual, would be his or her Social Security number;

•   furnishes an incorrect TIN;

•   is notified by the IRS that it has failed to report payments of interest or dividends; or

•   under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has been notified by the IRS that it is subject to backup withholding tax for failure to report interest or dividend payments.

In addition, payments of principal and interest to U.S. holders will generally be subject to information reporting. U.S. holders should consult their own tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

     In the case of payments of interest to non-U.S. holders, the general 28% backup withholding tax and certain information reporting will not apply to those payments with respect to which either the Certification Requirement has been satisfied or an exemption has otherwise been established, provided that neither we nor our payment agent has actual knowledge that the holder is a United States person or that the conditions of any other exemption are not in fact satisfied. Information reporting and backup withholding requirements will apply to the gross proceeds paid to a non-U.S. holder on the disposition of the exchange notes by or through a United States office of a United States or foreign broker, unless the holder certifies to the broker under penalties of perjury as to its name, address and status as a foreign person or the holder otherwise establishes an exemption. Information reporting requirements, but not backup withholding, will also apply to a payment of the proceeds of a disposition of the exchange notes by or through a foreign office of a United States broker or foreign brokers with certain types of relationships to the United States unless such broker has documentary evidence in its file that the holder of the exchange notes is not a United States person and such broker has no actual knowledge to the contrary, or the holder establishes an exception. Neither information reporting nor backup withholding generally will apply to a payment of the proceeds of a disposition of the exchange notes by or through a foreign office of a foreign broker not subject to the preceding sentence.

     Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be credited toward a holder’s United States federal income tax liability, if any. To the extent that the amounts withheld exceed a holder’s tax liability, the excess may be refunded to the holder provided the required information is furnished to the IRS, and the holder timely files a United States tax return claiming a refund of excess withholding.

     The federal tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Prospective U.S. holders and non-U.S. holders of the notes are urged to consult their own tax advisors with respect to the tax consequences to them of the acquisition, ownership and disposition of the notes, including the tax consequences under United States federal, state, local, foreign and other tax laws and the effects of changes in such laws.

134

PLAN OF DISTRIBUTION

     Except as described below, a broker-dealer may not participate in the exchange offer in connection with a distribution of the exchange notes. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Based on SEC staff interpretations issued to third parties, a broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for notes where those notes were acquired as a result of market-making or other trading activities. We have agreed that, for a period of 180 days after the completion of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with those resales.

     The information described above concerning SEC staff interpretations is not intended to constitute legal advice, and broker-dealers should consult their own legal advisors with respect to these matters. We will not receive any proceeds from any sale of exchange notes by broker-dealers. Broker-dealers may sell from time to time exchange notes they receive for their own account pursuant to the exchange offer through:

•   one or more transactions in the over-the-counter market;

•   in negotiated transactions;

•   through the writing of options on the exchange notes; or

•   a combination of those methods of resale.

     Those broker-dealers may sell at:

•   market prices prevailing at the time of resale;

•   prices related to those prevailing market prices; or

•   negotiated prices.

     Any broker-dealer may resell directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer or the purchasers of the exchange notes. Any broker-dealer that resells exchange notes that it received for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on any underwriter’s resale of exchange notes and any commission or concessions received by any underwriters may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act by acknowledging that it will deliver and by delivering a prospectus.

     We have agreed, for a period of 180 days after the expiration date of the exchange offer, to promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. Use of the prospectus by participating broker-dealers is subject to the provisions of the registration rights agreement. We have also agreed to pay expenses incident to the exchange offer other than commissions or concessions of any broker or dealer and transfer taxes, if any, and will indemnify the holders of the notes (including any broker-dealers) against various liabilities, including liabilities under the Securities Act. This indemnification obligation does not extend to statements or omissions in the registration statement or prospectus made in reliance upon and in conformity with written information pertaining to the holder that is furnished to us by or on behalf of the holder and does not apply under certain other circumstances.

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LEGAL MATTERS

     The validity of the securities offered by this prospectus will be passed upon for us by Curtis, Mallet-Prevost, Colt & Mosle LLP, New York, New York. Roman A. Bninski, a partner of Curtis, Mallet-Prevost, Colt & Mosle LLP, is a director of Century Aluminum Company and beneficially owns 25,000 shares of our common stock. Curtis, Mallet-Prevost, Colt & Mosle LLP, with our knowledge and consent, represents Glencore International AG from time to time with respect to specific matters as to which the firm has been consulted by Glencore International AG.

EXPERTS

     The financial statements for Century Aluminum Company included in this prospectus and the related financial statement schedule included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the registration statement (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations”), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

     The financial statements for Nordural hf as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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INDEX TO FINANCIAL STATEMENTS

Century Aluminum Company

Audited Financial Statements:
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets at December 31, 2003 and 2002	F-2
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001	F-3
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2003, 2002 and 2001	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001	F-5
Notes to the Audited Consolidated Financial Statements	F-6
Unaudited Financial Statements:
Consolidated Balance Sheets at September 30, 2004 and December 31, 2003	F-42
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2004 and 2003	F-43
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003	F-44
Notes to the Unaudited Consolidated Financial Statements	F-45
Nordural hf
Audited Financial Statements:
Report of PricewaterhouseCoopers hf	F-75
Statements of Income for the Years Ended December 31, 2001, 2002 and 2003	F-76
Balance Sheets as of December 31, 2002 and 2003	F-77
Statements of Stockholder’s Equity for the Years Ended December 31, 2001, 2002 and 2003	F-78
Statements of Cash Flows for the Years Ended December 31, 2001, 2002 and 2003	F-79
Notes to Financial Statements	F-80
Unaudited Financial Statements:
Statements of Income for the Three Months Ended March 31, 2003 and 2004	F-90
Balance Sheets as of December 31, 2003 and March 31,2004	F-92
Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2004	F-93
Notes to the Unaudited Financial Statements	F-94

137

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Century Aluminum Company:

     We have audited the accompanying consolidated balance sheets of Century Aluminum Company and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Century Aluminum Company and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

     As discussed in Note 14 to the consolidated financial statements, on January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations.”

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
February 9, 2004

F-1

CENTURY ALUMINUM COMPANY

CONSOLIDATED BALANCE SHEETS

				December 31,
				2003			2002
				(Dollars in thousands,
				except share data)
ASSETS
ASSETS:
Cash and cash equivalents				$	28,204		$	45,092
Accounts receivable — net					51,370			46,240
Due from affiliates					10,957			22,732
Inventories					89,360			77,135
Prepaid and other current assets					4,101			4,777
Deferred taxes — current portion					3,413			—
		Total current assets			187,405			195,976
Property, plant and equipment — net					494,957			417,621
Intangible asset — net					99,136			119,744
Due from affiliates — less current portion					—			974
Other assets					28,828			30,852
			TOTAL	$	810,326		$	765,167
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable, trade				$	34,829		$	37,757
Due to affiliates					27,139			15,811
Industrial revenue bonds					7,815			7,815
Accrued and other current liabilities					30,154			24,114
Accrued employee benefits costs — current portion					8,934			10,890
Deferred taxes — current portion					—			4,971
	Total current liabilities				108,871			101,358
Senior secured notes payable — net					322,310			321,852
Notes payable — affiliates					14,000			—
Accrued pension benefits costs — less current portion					10,764			10,751
Accrued postretirement benefits costs — less current portion					78,218			70,656
Other liabilities					33,372			8,376
Deferred taxes					55,094			41,376
	Total noncurrent liabilities				513,758			453,011
Minority interest					—			18,666
CONTINGENCIES AND COMMITMENTS (NOTE 12)
SHAREHOLDERS’ EQUITY:
Convertible preferred stock (8% cumulative, 500,000 shares outstanding)					25,000			25,000
Common stock (one cent par value, 50,000,000 shares authorized; 21,130,839 and 21,054,302 shares issued and outstanding at December 31, 2003 and 2002, respectively)					211			211
Additional paid-in capital					173,138			172,133
Accumulated other comprehensive income (loss)					(5,222	)		1,173
Accumulated deficit					(5,430	)		(6,385	)
	Total shareholders’ equity				187,697			192,132
			TOTAL	$	810,326		$	765,167

See notes to consolidated financial statements.

F-2

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

			Year Ended December 31,
			2003			2002			2001
			(Dollars in thousands,
			except per share amounts)
NET SALES:
Third-party customers			$	660,593		$	603,744		$	543,453
Related parties				121,886			107,594			111,469
				782,479			711,338			654,922
Cost of goods sold				734,441			691,277			634,214
Gross profit				48,038			20,061			20,708
Selling, general and administrative expenses				20,833			15,783			18,598
Operating income				27,205			4,278			2,110
Interest expense — third party				(41,269	)		(40,813	)		(31,565	)
Interest expense — related parties				(2,579	)		—			—
Interest income				339			392			891
Other income (expense) — net				(688	)		(1,843	)		2,592
Net gain (loss) on forward contracts				25,691			—			(203	)
Income (loss) before income taxes, minority interest and cumulative effect of change in accounting principle				8,699			(37,986	)		(26,175	)
Income tax benefit (expense)				(2,841	)		14,126			8,534
Income (loss) before minority interest and cumulative effect of change in accounting principle				5,858			(23,860	)		(17,641	)
Minority interest				986			5,252			3,939
Income (loss) before cumulative effect of change in accounting principle				6,844			(18,608	)		(13,702	)
Cumulative effect of change in accounting principle, net of tax benefit of $3,430				(5,878	)		—			—
Net income (loss)				966			(18,608	)		(13,702	)
Preferred dividends				(2,000	)		(2,000	)		(1,500	)
Net loss applicable to common shareholders			$	(1,034	)	$	(20,608	)	$	(15,202	)
EARNINGS (LOSS) PER COMMON SHARE:
	Basic:
		Income (loss) before cumulative effect of change in accounting principle	$	0.23		$	(1.00	)	$	(0.74	)
		Cumulative effect of change in accounting principle		(0.28	)		—			—
		Net loss	$	(0.05	)	$	(1.00	)	$	(0.74	)
	Diluted:
		Income (loss) before cumulative effect of change in accounting principle	$	0.23		$	(1.00	)	$	(0.74	)
		Cumulative effect of change in accounting principle		(0.28	)		—			—
		Net loss	$	(0.05	)	$	(1.00	)	$	(0.74	)
DIVIDENDS PER COMMON SHARE			$	0.00		$	0.15		$	0.20

See notes to consolidated financial statements.

F-3

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

												Accumulated
												Other
			Comprehensive			Convertible				Additional		Comprehensive			Retained			Total
			Income			Preferred		Common		Paid-in		Income			Earnings			Shareholders’
			(Loss)			Stock		Stock		Capital		(Loss)			(Deficit)			Equity
			(Dollars in thousands)
Balance, January 1, 2001				—			—	$	203	$	166,184		—		$	36,252		$	202,639
Comprehensive income — 2001
	Net loss — 2001		$	(13,702	)		—		—		—		—			(13,702	)		(13,702	)
	Other comprehensive income:
		Net unrealized gain on financial instruments, net of $7,151 in tax		12,926			—		—		—		—			—			—
		Net amount reclassified to income, net of $3,450 in tax		(6,174	)		—		—		—		—			—			—
	Other comprehensive income			6,752			—		—		—	$	6,752			—			6,752
Total comprehensive loss			$	(6,950	)		—		—		—		—			—			—
Dividends —
	Common, $0.20 per share			—			—		—		—		—			(4,236	)		(4,236	)
	Preferred, $3 per share			—			—		—		—		—			(1,500	)		(1,500	)
Issuance of preferred stock				—		$	25,000		—		—		—			—			25,000
Issuance of common stock — compensation
	Plans			—			—		2		2,230		—			—			2,232
Balance, December 31, 2001				—		$	25,000	$	205	$	168,414	$	6,752		$	16,814		$	217,185
Comprehensive income (loss) — 2002
	Net loss — 2002		$	(18,608	)		—		—		—		—			(18,608	)		(18,608	)
	Other comprehensive income (loss):
		Net unrealized gain on financial instruments, net of $2,752 in tax		4,803			—		—		—		—			—			—
		Net amount reclassified to income, net of $1,624 in tax		(2,944	)		—		—		—		—			—			—
		Minimum pension liability adjustment, net of $4,183 in tax		(7,438	)		—		—		—		—			—			—
	Other comprehensive loss			(5,579	)		—		—		—		(5,579	)		—			(5,579	)
Total comprehensive loss			$	(24,187	)		—		—		—		—			—			—
Dividends —
	Common, $0.15 per share			—			—		—		—		—			(3,091	)		(3,091	)
	Preferred, $3 per share			—			—		—		—		—			(1,500	)		(1,500	)
Issuance of common stock — compensation Plans				—			—		1		544		—			—			545
Issuance of common stock — pension plans				—			—		5		3,175		—			—			3,180
Balance, December 31, 2002				—		$	25,000	$	211	$	172,133	$	1,173		$	(6,385	)	$	192,132
Comprehensive income (loss) — 2003
	Net income — 2003		$	966			—		—		—		—			966			966
	Other comprehensive income (loss):
		Net unrealized loss on financial instruments, net of $2,171 in tax		(3,940	)		—		—		—		—			—			—
		Net amount reclassified to income, net of $3,531 in tax		(6,262	)		—		—		—		—			—			—
		Minimum pension liability adjustment, net of $1,371 in tax		3,807			—		—		—		—			—			—
	Other comprehensive loss			(6,395	)		—		—		—		(6,395	)		—			(6,395	)
Total comprehensive loss			$	(5,429	)		—		—		—		—			—			—
Dividends on common stock				—			—		—		—		—			(11	)		(11	)
Issuance of common stock — compensation
	Plans			—			—		—		1,005		—			—			1,005
Balance, December 31, 2003				—		$	25,000	$	211	$	173,138	$	(5,222	)	$	(5,430	)	$	187,697

See notes to consolidated financial statements.

F-4

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Year Ended December 31,
				2003			2002			2001
				(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	966		$	(18,608	)	$	(13,702	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Unrealized net loss on forward contracts			6,325			—			—
		Depreciation and amortization			51,264			56,655			44,433
		Deferred income taxes			8,892			4,965			(10,148	)
		Pension and other post retirement benefits			10,986			10,415			7,679
		Workers’ compensation			1,426			1,619			1,311
		Inventory market adjustment			(7,522	)		(247	)		5,166
		Loss on disposal of assets			1,040			252			919
		Minority interest			(986	)		(5,252	)		(3,939	)
		Cumulative effect of change in accounting principle			9,308			—			—
		Change in operating assets and liabilities:
			Accounts receivable — net		(5,130	)		2,125			7,700
			Due from affiliates		(2,155	)		2,918			5,190
			Inventories		(2,762	)		(1,671	)		763
			Prepaids and other assets		(261	)		(1,838	)		2,216
			Accounts payable, trade		(2,928	)		(4,637	)		(13,487	)
			Due to affiliates		3,660			10,142			(1,964	)
			Accrued and other current liabilities		2,211			(3,447	)		7,528
			Other — net		13,045			1,095			(1,042	)
			Net cash provided by operating activities		87,379			54,486			38,623
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of property, plant and equipment				(18,858	)		(18,427	)		(14,456	)
	Proceeds from sale of property, plant and equipment				—			231			54
	Business acquisitions				(59,837	)		—			(466,814	)
	Divestitures				—			—			98,971
	Net cash used in investing activities				(78,695	)		(18,196	)		(382,245	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Borrowings				—			—			321,352
	Payments				(26,000	)		—			—
	Financing fees				(297	)		—			(16,568	)
	Issuance of common or preferred stock				736			5			25,000
	Dividends				(11	)		(4,591	)		(5,736	)
			Net cash (used in) provided by financing activities		(25,572	)		(4,586	)		324,048
INCREASE (DECREASE) IN CASH					(16,888	)		31,704			(19,574	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR					45,092			13,388			32,962
CASH AND CASH EQUIVALENTS, END OF YEAR				$	28,204		$	45,092		$	13,388

See notes to consolidated financial statements.

F-5

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2003, 2002 and 2001

(Dollars in Thousands except Share and Per Share Amounts)

1. Summary of Significant Accounting Policies

      Organization and Basis of Presentation — Century Aluminum Company (“Century” or the “Company”) is a holding company, whose principal subsidiaries are Century Aluminum of West Virginia, Inc. (“Century of West Virginia”), Berkeley Aluminum, Inc. (“Berkeley”) and Century Kentucky, Inc. (“Century Kentucky”). Century of West Virginia operates a primary aluminum reduction facility in Ravenswood, West Virginia (the “Ravenswood facility”). Berkeley holds a 49.7% interest in a partnership which operates a primary aluminum reduction facility in Mt. Holly, South Carolina (the “Mt. Holly facility”) and a 49.7% undivided interest in the property, plant, and equipment comprising the Mt. Holly facility. The remaining interest in the partnership and the remaining undivided interest in the Mt. Holly facility are owned by Alumax of South Carolina, Inc., a subsidiary of Alcoa (“ASC”). ASC manages and operates the Mt. Holly facility pursuant to an Owners Agreement, prohibiting the disposal of the interest held by any of the owners without the consent of the other owners and providing for certain rights of first refusal. Pursuant to the Owners Agreement, each owner furnishes its own alumina, for conversion to aluminum, and is responsible for its pro rata share of the operating and conversion costs.

      Prior to April 1996, the Company was an indirect, wholly owned subsidiary of Glencore International AG (“Glencore” and, together with its subsidiaries, the “Glencore Group”). In April 1996, the Company completed an initial public offering of its common stock. At December 31, 2003, Glencore owned 37.5% of Century’s common shares outstanding. During 2001, in connection with the Company’s financing of the Hawesville acquisition, Glencore purchased 500,000 shares of the Company’s convertible preferred stock for $25,000. Based upon its common and preferred stock ownership, Glencore beneficially owns 41.4% of Century’s common stock. Century and Glencore enter into various transactions such as the purchase and sale of primary aluminum, alumina and forward primary aluminum financial sales contracts.

      The Company’s historical results of operations included in the accompanying consolidated financial statements may not be indicative of the results of operations to be expected in the future.

      Principles of Consolidation — The consolidated financial statements include the accounts of Century Aluminum Company and its subsidiaries, after elimination of all significant intercompany transactions and accounts. Berkeley’s interest in the Mt. Holly partnership is accounted for under the equity method. There are no material undistributed earnings in the Mt. Holly partnership.

      Prior to the acquisition of the 20% interest in the Hawesville facility on April 1, 2003, discussed in Note 2, the Company had recorded the Hawesville property, plant and equipment that it owned directly (potlines one through four) on a 100% basis and had recorded its 80% undivided interest in the remaining property, plant and equipment (excluding the fifth potline which was owned directly by Glencore) on a proportionate basis. In each case its interest in the property, plant and equipment including the related depreciation, was recorded in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-01, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures.” The Company consolidated the assets and liabilities and related results of operations of the Century Aluminum of Kentucky, LLC (the “LLC”) and reflected Glencore’s 20% interest in the LLC as a minority interest.

      Revenue — Revenue is recognized when title and risk of loss pass to customers in accordance with contract terms. In some instances, the Company invoices customers prior to physical shipment of goods. In such instances, revenue is recognized only when the customer has specifically requested such treatment and has made a fixed commitment to purchase the product. The goods must be complete, ready for shipment and physically separated from other inventory with risk of ownership passing to the customer. The Company must retain no performance obligations and a delivery schedule must be obtained. Sales

F-6

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

returns and allowances are treated as a reduction of sales and are provided for based on historical experience and current estimates.

      Cash and Cash Equivalents — Cash equivalents are comprised of cash and short-term investments having maturities of less than 90 days at the time of purchase. The carrying amount of cash equivalents approximates fair value.

      Accounts Receivable — The accounts receivable are net of an allowance for uncollectible accounts of $3,968 and $4,053 at December 31, 2003 and 2002, respectively.

      Inventories — The majority of the Company’s inventories, including alumina and aluminum inventories, are stated at the lower of cost (using the last-in, first-out (“LIFO”) method) or market. The remaining inventories (principally supplies) are valued at the lower of average cost or market.

      Property, Plant and Equipment — Property, plant and equipment is stated at cost. Additions, renewals and improvements are capitalized. Asset and accumulated depreciation accounts are relieved for dispositions with resulting gains or losses included in earnings. Maintenance and repairs are expensed as incurred. Depreciation of plant and equipment is provided for by the straight-line method over the following estimated useful lives:

Buildings and improvements	14 to 40 years
Machinery and equipment	5 to 22 years

      The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a separately identifiable, long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

      Intangible Asset — The intangible asset consists of the power contract acquired in connection with the Hawesville acquisition. The contract value is being amortized over its term (ten years) using a method that results in annual amortization equal to the percentage of a given year’s expected gross annual benefit to the total as applied to the total recorded value of the power contract. As part of the acquisition of the 20% interest in the Hawesville facility on April 1, 2003, the 20% portion of the power contract that was indirectly owned by Glencore was revalued in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” As a result, the gross carrying amount of the contract and the accumulated amortization, both related to the 20% portion of the contract indirectly owned by Glencore, were removed and the fair value of the 20% of the power contract acquired on April 1, 2003 was recorded. As of December 31, 2003 and 2002, the gross carrying amounts of the intangible asset were $153,592 and $165,696, respectively, and accumulated amortization totaled $54,456 and $45,952, respectively. For the years ended December 31, 2003, 2002, and 2001 amortization expense totaled $18,680, $26,258, and $19,694, respectively. The estimated intangible asset amortization expense for the next five years is as follows:

	For the Year Ending December 31,
	2004		2005		2006		2007		2008
Estimated Amortization Expense	$	12,326	$	14,162	$	12,695	$	13,617	$	14,669

      Other Assets — At December 31, 2003 and 2002, other assets consist primarily of the Company’s investment in the Mt. Holly partnership, deferred financing costs, deferred pension assets, and intangible pension assets. Deferred financing costs are amortized on a straight-line basis over the life of the related

F-7

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

financing. In 2003 and 2002, the Company recorded an additional minimum liability related to employee pension plan obligations as required under SFAS No. 87.

      The Company accounts for its 49.7% interest in the Mt. Holly partnership using the equity method of accounting. Additionally, the Company’s 49.7% undivided interest in certain property, plant and equipment of the Mt. Holly facility is held outside of the partnership, and the undivided interest in these assets of the facility is accounted for in accordance with the EITF Issue No. 00-01, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures.” Accordingly, the undivided interest in these assets and the related depreciation are being accounted for on a proportionate gross basis.

      Income Taxes — The Company accounts for income taxes using the liability method, whereby deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In evaluating the Company’s ability to realize deferred tax assets, the Company uses judgment in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. Based on the weight of evidence, both negative and positive, if it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is established.

      Postemployment Benefits — The Company provides certain postemployment benefits to former and inactive employees and their dependents during the period following employment, but before retirement. These benefits include salary continuance, supplemental unemployment and disability healthcare. Postemployment benefits are accounted for in accordance with SFAS No. 112, “Employers’ Accounting for Postemployment Benefits.” The statement requires recognition of the estimated future cost of providing postemployment benefits on an accrual basis over the active service life of the employee.

      Forward Contracts and Financial Instruments — The Company routinely enters into fixed and market priced contracts for the sale of primary aluminum and the purchase of raw materials in future periods. The Company also enters into fixed price financial sales contracts to be settled in cash to manage the Company’s exposure to changing primary aluminum prices. Certain financial sales contracts have been designated as cash flow hedges. To the extent such cash flow hedges are effective, unrealized gains and losses on the financial sales contracts are deferred in the balance sheet as accumulated other comprehensive income until the hedged transaction occurs when the realized gain or loss is recognized as revenue in the Statement of Operations. The Company has also entered into financial purchase contracts for natural gas to be settled in cash to manage the Company’s exposure to changing natural gas prices. These financial purchase contracts have been designated as cash flow hedges. To the extent such cash flow hedges are effective, unrealized gains and losses on the natural gas financial purchase contracts are deferred in the balance sheet as accumulated other comprehensive income until the hedged transaction occurs. Once the hedged transaction occurs, the realized gain or loss is recognized in cost of goods sold in the Statement of Operations. If future natural gas needs are revised lower than initially anticipated, the futures contracts associated with the reduction would no longer qualify for deferral and would be marked-to-market. Mark-to-market gains and losses are recorded in net gain (loss) on forward contracts in the period delivery is no longer deemed probable.

      The effectiveness of the Company’s hedges is measured by a historical and probable future high correlation of changes in the fair value of the hedging instruments with changes in value of the hedged item. If high correlation ceases to exist, then gains or losses will be recorded in net gain (loss) on forward contracts. To date, high correlation has always been achieved. During 2003 and 2002, the Company recognized a $0 and $189 gain for ineffective portions of hedging instruments, respectively. As of December 31, 2003, the Company had deferred losses of $1,591 on its hedges, net of tax.

F-8

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Financial Instruments — The Company’s financial instruments (principally receivables, payables, debt related to the Industrial Revenue Bonds (the “IRBs”) and a six-year $40.0 million note to Glencore bearing interest at a rate of 10% per annum (the “Glencore Note”) and forward financial contracts) are carried at amounts that approximate fair value. At December 31, 2003 and December 31, 2002, the Company’s senior secured first mortgage notes had a carrying amount of $322,310 and $321,852, respectively, and an estimated fair value of $362,375 and $315,250, respectively.

      Concentration of Credit Risk — Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash investments and trade receivables. The Company places its cash investments with highly rated financial institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company’s limited customer base increases its concentrations of credit risk with respect to trade receivables. The Company routinely assesses the financial strength of its customers.

      Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

      Stock-Based Compensation — The Company has elected not to adopt the recognition provisions for employee stock-based compensation as permitted in SFAS No. 123, “Accounting for Stock-Based Compensation”. As such, the Company accounts for stock based compensation in accordance with Accounting Principles Board (“APB”) Opinion No. 25 “Accounting for Stock Issued to Employees.” No compensation cost has been recognized for the stock option portions of the plan because the exercise prices of the stock options granted were equal to the market value of the Company’s stock on the date of grant. Had compensation cost for the Stock Incentive Plan been determined using the fair value method provided under SFAS No. 123, the Company’s net income (loss) and earnings (loss) per share would have changed to the pro forma amounts indicated below:

		2003			2002			2001
Net loss applicable to common shareholders	As Reported	$	(1,034	)	$	(20,608	)	$	(15,202	)
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			1,441			172			332
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(2,106	)		(402	)		(421	)
Pro forma Net loss		$	(1,699	)	$	(20,838	)	$	(15,291	)
Basic loss per share	As Reported	$	(0.05	)	$	(1.00	)	$	(0.74	)
	Pro Forma	$	(0.08	)	$	(1.01	)	$	(0.75	)
Diluted loss per share	As Reported	$	(0.05	)	$	(1.00	)	$	(0.74	)
	Pro Forma	$	(0.08	)	$	(1.01	)	$	(0.75	)

F-9

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2003, 2002 and 2001:

	2003			2002			2001
Weighted average fair value per option granted during the year	$	7.78		$	6.66		$	4.04
Dividends per quarter	$	0.00		$	0.05		$	0.05
Risk-free interest rate		3.11	%		3.82	%		4.55	%
Expected volatility		75	%		69	%		30	%
Expected lives (in years)		5			5			5

      New Accounting Standards — In December 2003, the FASB issued FASB Interpretation (“FIN”) No. 46 (revised December 2003), “Consolidation of Variable Interest Entities.” This Interpretation clarifies the application of Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements” and replaces FIN No. 46, “Consolidation of Variable Interest Entities.” The Interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. The effective date of this Interpretation varies depending on several factors, including public status of the entity, small business issuer status, and whether the public entities currently have any interests in special-purpose entities. Century will apply this Interpretation for the first quarter of 2004. The Company is currently evaluating the provisions of the Interpretation, but does not believe that the application of FIN No. 46 (revised) will have any impact on the Company’s Consolidated Financial Statements.

      Reclassification — The consolidated financial statements contain certain reclassifications of information from previously issued financial statements in order to conform to the 2003 presentation.

2. Acquisitions and Dispositions

      Effective April 1, 2001, the Company completed the acquisition of the Hawesville facility, an aluminum reduction operation in Hawesville, Kentucky, with a capacity of 538 million pounds per year. The purchase price was $466,800 plus the assumption of $7,815 in IRBs and is subject to adjustments for contingent considerations, see Note 12. The Company financed the Hawesville acquisition with: (i) proceeds from the sale of its Notes, see Note 5, (ii) proceeds from the sale of its Preferred Stock to Glencore, (iii) proceeds from the sale to Glencore of a 20% interest in the Hawesville facility, and (iv) available cash. The Company accounted for the Hawesville acquisition using the purchase method of accounting. See Note 5 for additional information about the financing of the Hawesville acquisition.

      The following schedule represents the unaudited pro forma results of operations for the years ended December 31, 2001 assuming the acquisition occurred on January 1, 2001. The unaudited pro forma amounts may not be indicative of the results that actually would have occurred if the transactions described above had been completed and in effect for the periods indicated or the results that may be obtained in the future.

	2001
	(Unaudited)
Net sales	$	740,846
Net income (loss)		(14,427	)
Net income (loss) available to common shareholders		(16,427	)
Earnings (loss) per common share (Basic)	$	(0.80	)
Earnings (loss) per common share (Diluted)	$	(0.80	)

F-10

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      On April 1, 2003, the Company completed the acquisition of the 20% interest in the Hawesville facility. The operating results of the 20% interest in the Hawesville facility have been included in the Company’s consolidated financial statements from the date of acquisition. Century paid a purchase price of $99,400 which it financed with approximately $59,400 of available cash and $40,000 from the Glencore Note. See Note 5 for a discussion of the Glencore Note. In connection with the acquisition, the Company assumed all of Glencore’s obligations related to the 20% interest in the Hawesville facility. In addition, the Company issued a promissory note to Glencore to secure any payments Glencore could be required to make as issuer of a letter of credit in April 2001 in support of the IRBs.

3. Inventories

      Inventories, at December 31, consist of the following:

	2003		2002
Raw materials	$	35,621	$	32,064
Work-in-process		15,868		13,310
Finished goods		14,920		9,853
Operating and other supplies		22,951		21,908
	$	89,360	$	77,135

      At December 31, 2003 and December 31, 2002, approximately 78% and 78% of inventories were valued at the LIFO cost or market, respectively. At December 31, 2003 and December 31, 2002, the excess of LIFO cost (or market, if lower) over first-in, first-out (“FIFO”) cost (or market, if lower) was approximately $3,762 and $1,105, respectively.

4. Property, Plant and Equipment

      Property, plant and equipment, at December 31, consist of the following:

	2003			2002
Land and improvements	$	13,371		$	13,375
Buildings and improvements		41,029			39,828
Machinery and equipment		636,348			521,948
Construction in progress		9,398			8,404
		700,146			583,555
Less accumulated depreciation		(205,189	)		(165,934	)
	$	494,957		$	417,621

      For the years ended December 31, 2003 and 2002, the Company recorded depreciation expense of $32,584 and $30,397, respectively.

      At December 31, 2003 and 2002, the cost of property, plant and equipment includes $153,474 and $148,309, respectively, and accumulated depreciation includes $49,598 and $42,323, respectively, representing the Company’s undivided interest in the property, plant and equipment comprising the Mt. Holly facility.

      At December 31, 2002, the cost of property, plant and equipment includes $261,433 and accumulated depreciation includes $29,619, representing the Company’s interest in the property, plant and equipment comprising the Hawesville facility.

F-11

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company has various operating lease commitments through 2007 relating to office space, machinery and equipment. Expenses under all operating leases were $331, $319 and $297 for the years ended December 31, 2003, 2002 and 2001, respectively. There were no noncancelable operating leases as of December 31, 2003.

5. Debt

      The Company has $325,000 of 11 3/4% senior secured first mortgage notes due 2008 (the “Notes”). No principal payments are required until maturity. The Company had unamortized bond discounts on the Notes of $2,690 and $3,148 at December 31, 2003 and 2002, respectively. The indenture governing the Notes contains customary covenants including limitations on the Company’s ability to pay dividends, incur debt, make investments, sell assets or stock of certain subsidiaries, and purchase or redeem capital stock.

      Effective April 1, 2001, the Company entered into a $100,000 senior secured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks. The Revolving Credit Facility will mature on April 2, 2006. The Company’s obligations under the Revolving Credit Facility are unconditionally guaranteed by its domestic subsidiaries (other than the LLC) and secured by a first priority security interest in all accounts receivable and inventory belonging to the Company and its subsidiary borrowers. The availability of funds under the Revolving Credit Facility is subject to a $30,000 reserve and limited by a specified borrowing base consisting of certain eligible accounts receivable and inventory. Borrowings under the Revolving Credit Facility are, at the Company’s option, at the LIBOR or the Fleet National Bank base rate plus, in each case, an applicable interest margin. The applicable interest margin ranges from 2.25% to 3.0% over the LIBOR and 0.75% to 1.5% over the base rate and is determined by certain financial measurements of the Company. There were no outstanding borrowings under the Revolving Credit Facility as of December 31, 2003 and 2002. Interest periods for LIBOR borrowings are one, two, three or six months, at the Company’s option. As of December 31, 2003, the Company had a borrowing base of $68.1 million under the Revolving Credit Facility. The Company is subject to customary covenants, including limitations on capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments.

      Effective April 1, 2001, in connection with its acquisition of the Hawesville facility, the Company assumed IRBs in the aggregate principal amount of $7,815. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the IRBs consistent with its ownership interest in the Hawesville facility. The IRBs mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based on prevailing rates for similar bonds in the bond market, with interest paid quarterly. The IRBs are secured by a Glencore guaranteed letter of credit and the Company will provide for the servicing costs for the letter of credit. The Company has agreed to reimburse Glencore for all costs arising from the letter of credit. The Company’s maximum potential amount of future payments under the reimbursement obligations for the Glencore letter of credit securing the IRBs would be $8,150. The interest rate on the IRBs at December 31, 2003 was 1.55%. The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing, as provided in the indenture governing the IRBs.

      As discussed in Note 2, on April 1, 2003, in connection with the acquisition of the 20% interest in the Hawesville facility, the Company issued a six-year $40,000 promissory note payable to Glencore which bears interest at a rate of 10% per annum (the “Glencore Note”). The Glencore Note matures on April 1, 2009 and requires principal and interest payments semi-annually. Required principal payments will range from $0 to $3,000 based on the average closing prices for aluminum quoted on the London Metals Exchange (“LME”) for the six month period ending prior to each payment date. The Company paid $26,000 of principal on the notes in the fourth quarter of 2003, which consisted of a $1,000 required payment and an optional $25,000 prepayment of principal. The Company’s obligations under the Glencore

F-12

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note and the reimbursement obligations related to the Glencore letter of credit securing the IRBs are guaranteed by each of its material consolidated subsidiaries, except for Century of Kentucky LLC (see Note 19 for a discussion of note guarantees), and secured by a first priority interest in the 20% interest in the Hawesville facility.

6. Composition of Certain Balance Sheet Accounts at December 31

	2003			2002
Accrued and Other Current Liabilities
Income taxes	$	2,811		$	2,811
Accrued bond interest		7,956			7,956
Salaries, wages and benefits		7,818			7,975
Asset retirement obligations — current portion		3,021			—
Stock compensation		2,252			269
Other		6,296			5,103
	$	30,154		$	24,114
Accrued Employee Benefit Costs — Current Portion
Postretirement benefits	$	4,242		$	3,766
Employee benefits cost		4,692			7,124
	$	8,934		$	10,890
Other Liabilities
Workers’ compensation	$	8,971		$	7,847
Asset retirement obligations — less current portion		13,474			—
Derivative liabilities		10,598			—
Other		329			529
	$	33,372		$	8,376
Accumulated Other Comprehensive Income
Unrealized gain (loss) on financial instruments, net of tax of $864 and $(4,829)	$	(1,591	)	$	8,611
Minimum pension liability adjustment, net of tax of $2,042 and $4,183		(3,631	)		(7,438	)
	$	(5,222	)	$	1,173

      Century of West Virginia and Century of Kentucky are self-insured for workers’ compensation, except that Century of West Virginia has certain catastrophic coverage that is provided under State of West Virginia insurance programs. The liability for self-insured workers’ compensation claims has been discounted at 5.0% for 2003 and 6.5% for 2002. The components of the liability for workers’ compensation at December 31 are as follows:

	2003		2002
Undiscounted liability	$	15,100	$	14,817
Less discount		3,558		4,601
	$	11,542	$	10,216

F-13

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Pension and Other Postretirement Benefits

Pension Benefits

      The Company maintains noncontributory defined benefit pension plans for all of the Company’s hourly and salaried employees. For salaried employees, plan benefits are based primarily on years of service and average compensation during the later years of employment. For hourly employees at the Ravenswood facility, plan benefits are based primarily on a formula that provides a specific benefit for each year of service. The Company’s funding policy is to contribute annually an amount based upon actuarial and economic assumptions designed to achieve adequate funding of the projected benefit obligations and to meet the minimum funding requirements of ERISA. Plan assets consist principally of U.S. equity securities, growth funds and fixed income accounts. In addition, the Company provides supplemental executive retirement benefits (“SERB”) for certain executive officers. The Company uses a measurement date of December 31st to determine the pension and OPEB benefit liabilities.

      The hourly employees at the Hawesville facility are part of a United Steelworkers of America (“USWA”) sponsored multi-employer plan. The Company’s contributions to the plan are determined at a fixed rate per hour worked. During the years ended December 31, 2003, 2002 and 2001, the Company contributed $1,407, $1,467 and $771, respectively, to the plan, and had no outstanding liability at year end.

      As of December 31, 2003 and 2002, the Company’s accumulated pension benefit obligation exceeded the fair value of the pension plan assets at year end. At December 31, 2003 and 2002, the Company was required to record a minimum pension liability of $3,631 and $7,438, net of tax, respectively, the charge for which is included in other comprehensive income. In the future, the amount of the minimum pension liability will vary depending on changes in market conditions, performance of pension investments, and the level of company contributions to the pension plans. The Company will evaluate and adjust the minimum pension liability on an annual basis.

Other Postretirement Benefits (OPEB)

      In addition to providing pension benefits, the Company provides certain healthcare and life insurance benefits for substantially all retired employees. The Company accounts for these plans in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” SFAS No. 106 requires the Company to accrue the estimated cost of providing postretirement benefits during the working careers of those employees who could become eligible for such benefits when they retire. The Company funds these benefits as the retirees submit claims.

F-14

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The change in benefit obligations and change in plan assets as of December 31 are as follows:

	2003						2002
	Pension			OPEB			Pension			OPEB
Change in benefit obligation
Benefit obligation at beginning of year	$	58,442		$	104,035		$	47,644		$	83,775
Service cost		3,339			3,757			3,001			3,019
Interest cost		3,761			6,823			3,554			6,229
Acquisition of businesses		—			—			—			—
Plan changes		1,649			18			739			—
Losses		2,948			7,087			6,231			14,736
Benefits paid		(2,890	)		(4,195	)		(2,727	)		(3,724	)
Benefit obligation at end of year	$	67,249		$	117,525		$	58,442		$	104,035
Change in plan assets
Fair value of plan assets at beginning of year	$	38,382		$	—		$	39,878		$	—
Actual return (loss) on plan assets		14,383			—			(3,801	)		—
Employer contributions		3,220			4,195			5,032			3,724
Benefits paid		(2,890	)		(4,195	)		(2,727	)		(3,724	)
Fair value of assets at end of year	$	53,095		$	—		$	38,382		$	—
Funded status of plans
Funded status	$	(14,155	)	$	(117,525	)	$	(20,060	)	$	(104,035	)
Unrecognized actuarial loss		7,370			36,613			16,183			31,011
Unrecognized transition obligation		234			—			408			—
Unrecognized prior service cost		5,104			(1,044	)		7,135			(1,399	)
Net asset (liability) recognized	$	(1,447	)	$	(81,956	)	$	3,666		$	(74,423	)
Amounts Recognized in the Statement of Financial Position
Prepaid benefit cost	$	9,274		$	—		$	—		$	—
Accrued benefit liability		(12,458	)		(81,956	)		(14,752	)		(74,423	)
Intangible asset		737			—			6,797			—
Accumulated other comprehensive income		1,000			—			11,621			—
Net amount recognized	$	(1,447	)	$	(81,956	)	$	3,666		$	(74,423	)

      The hourly pension plan for the employees of the Ravenswood facility had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets of $37,781, $37,781 and $39,151, respectively, as of December 31, 2003 and $34,941, $34,282 and $30,512, respectively, as of December 31, 2002. The salaried pension plan had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets of $18,702, $15,231 and $13,944, respectively, as of December 31, 2003 and $15,987, $12,322 and $7,870, respectively, as of December 31, 2002. The supplemental executive retirement benefits pension plan (“SERB”) had a projected benefit obligation, accumulated benefit obligation, and fair value of plan assets of $10,766, $10,764 and $0, respectively, as of December 31, 2003 and $7,514, $6,530 and $0, respectively, as of December 31, 2002. There are no plan assets in the SERB due to the nature of the plan.

F-15

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Net periodic benefit costs were comprised of the following elements:

	Year Ended December 31,
	2003					2002					2001
	Pension			OPEB		Pension			OPEB		Pension			OPEB
Service cost	$	3,339		$	3,757	$	3,001		$	3,019	$	2,501		$	2,879
Interest cost		3,761			6,823		3,554			6,229		3,149			5,237
Expected return on plan assets		(3,454	)		—		(3,554	)		—		(3,663	)		—
Net amortization and deferral		2,055			1,148		1,425			401		1,226			339
Net periodic cost	$	5,701		$	11,728	$	4,426		$	9,649	$	3,213		$	8,455

      The following assumptions were used in the actuarial computations at December 31:

		2003		2002		2001
Discount rate			6.25%		6.50%		7.25%
Rate of increase in future compensation levels
	Hourly pension plan		4.00%		4.00%		4.00%
	Salaried pension plan		4.00%		4.00%		4.00%
Long term rate of return on pension plan assets			9.00%		9.00%		9.00%

      In developing the long-term rate of return assumption for pension fund assets, the Company evaluated input from its actuaries, including their review of asset class return expectations as well as long-term inflation assumptions. Projected returns are based on historical returns of broad equity and bond indices. The Company also considered its historical 10-year compound returns. The Company anticipates that as the economy continues its recovery, the Company’s investments will generate long-term rates of return of 9.0%, based on target asset allocations discussed below.

      For measurement purposes, medical cost inflation is initially 10%, declining to 5% over six years and thereafter.

      Assumed health care cost trend rates have a significant effect on the amounts reported for the health care benefit obligations. A one-percentage-point change in the assumed health care cost trend rates would have had the following effects in 2003:

	One Percentage		One Percentage
	Point Increase		Point Decrease
Effect on total of service and interest cost components	$	2,051	$	(1,706	)
Effect on accumulated postretirement benefit obligation	$	18,126	$	(15,707	)

      The Company sponsors a tax-deferred savings plan under which eligible employees may elect to contribute specified percentages of their compensation with the Company providing matching contributions of 60% of the first 6% of a participant’s annual compensation contributed to the savings plan. One half of the Company’s contribution is invested in the common stock of Century and one half of the Company’s contribution is invested based on employee election. Company contributions to the savings plan were $590, $607 and $484 for the years ended December 31, 2003, 2002 and 2001, respectively. Shares of common stock of the Company may be sold at any time. Employees are considered fully vested in the plan upon completion of two years of service. A year of service is defined as a plan year in which the employee works at least 1,000 hours.

F-16

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Plan Assets

      The Company’s pension plans weighted average asset allocations at December 31, 2003 and 2002, by asset category are as follows:

	Pension Plan
	Assets
	at December 31,
	2003			2002
Equity securities		71	%		68	%
Debt securities		29			32
		100	%		100	%

      The Company seeks a balanced return on plan assets through a diversified investment strategy. The Company’s weighted average target allocation for plan assets is 65% equity securities and funds and 35% fixed income funds. The Company expects the long-term rate of return on the plan assets to be 9.0%.

      Equity securities include Century common stock in the amounts of $9,505 (18% of total plan assets) and $3,180 (8% of total plan assets) at December 31, 2003 and 2002, respectively. There are no plan assets in the SERB plan due to the nature of the plan.

      The Company’s other postretirement benefit plans are unfunded. The Company funds these benefits as the retirees submit claims.

Pension and OPEB Cash Flows

Contributions

      The Company expects to contribute $3,300, $3,600, and 3,700 to its pension plans for the years ended December 31, 2004, 2005 and 2006, respectively.

Estimated Future Benefit Payments

      The following table provides the estimated future benefit payments for the pension and other postretirement benefit plans.

	Pension Benefits		OPEB Benefits
2004	$	3,144	$	4,316
2005		3,747		4,635
2006		4,472		5,100
2007		4,616		5,601
2008		4,759		6,101
Years 2009 - 2013		27,500		39,557

8. Shareholders’ Equity

      Preferred Stock — Under the Company’s Restated Certificate of Incorporation, the Board of Directors is authorized to issue up to 5,000,000 shares of preferred stock, with a par value of one cent per share, in one or more series. The authorized but unissued preferred shares may be issued with such dividend rates, conversion privileges, voting rights, redemption prices and liquidation preferences as the Board of Directors may determine, without action by shareholders.

      On April 2, 2001, the Company issued to Glencore 500,000 shares of its 8.0% cumulative convertible preferred stock (the “Preferred Stock”) for a cash purchase price of $25,000. The Preferred Stock has a

F-17

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

par value per share of $0.01, a liquidation preference of $50 per share and ranks junior to the Notes, the IRBs, borrowings under the Revolving Credit Facility and all of the Company’s other existing and future debt obligations. Following is a summary of the principal terms of the Preferred Stock:

•  Dividends. The holders of the Preferred Stock are entitled to receive fully cumulative cash dividends at the rate of 8% per annum per share accruing daily and payable when declared quarterly in arrears.

•  Optional Conversion. Each share of Preferred Stock may be converted at any time, at the option of the holder, into shares of the Company’s common stock, at a price of $17.92, subject to adjustment for stock dividends, stock splits and other specified corporate actions.

•  Voting Rights. The holders of Preferred Stock have limited voting rights to approve: (1) any action by the Company which would adversely affect or alter the preferences and special rights of the Preferred Stock, (2) the authorization of any class of stock ranking senior to, prior to or ranking equally with the Preferred Stock, and (3) any reorganization or reclassification of the Company’s capital stock or merger or consolidation of the Company.

•  Optional Redemption. After the third anniversary of the issue date, the Company may redeem the Preferred Stock, at its option, for cash at a price of $52 per share, plus accrued and unpaid dividends to the date of redemption, declining ratably to $50 per share at the end of the eighth year.

•  Transferability. The Preferred Stock is freely transferable in a private offering or any other transaction which is exempt from, or not subject to, the registration requirements of the Securities Act of 1933 and any applicable state securities laws.

      On October 22, 2002, the Company announced that it would suspend its common and preferred stock dividends beginning in the fourth quarter of 2002. The action was taken because the Company was near the limits on allowable dividend payments under the covenants in its bond indenture and due to current economic conditions. In accordance with current accounting guidance, no liability for cumulative preferred dividends is recorded until the dividends are declared. As of December 31, 2003 and 2002, the Company had total cumulative preferred dividend arrearages of $2,500 or $5.00 per share of preferred stock and $500 or $1.00 per share of preferred stock, respectively.

9. Stock Based Compensation

      1996 Stock Incentive Plan — The Company adopted the 1996 Stock Incentive Plan (the “Stock Incentive Plan”) for the purpose of awarding performance share units and granting qualified incentive stock options and nonqualified stock options to salaried officers and other key employees of the Company. The Stock Incentive Plan has a term of ten years from its effective date. The number of shares available under the Stock Incentive Plan is 2,000,000. Granted stock options vest one-third on the grant date and an additional one-third on each of the first and second anniversary dates, and have a term of ten years. The service based performance share units represent the right to receive common stock, on a one-for-one basis on their vesting dates.

      During 2001, 156,836 of the service based performance shares granted at the time of the initial public offering, at a value of $13.00 per share, became vested and charged to compensation expense. Additionally, 20,182 performance based shares were awarded at a value of $13.92 per share and were charged to expense in 2001. In 2000, 60,500 shares were granted at value of $12.86 per share and charged to compensation expense over their three year vesting period which was one-third in 2000, 2001 and 2002, respectively.

F-18

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Stock Incentive Plan, as presently administered, provides for additional grants upon the passage of time or the attainment of certain established performance goals. As of December 31, 2003, 635,608 performance share units have been authorized and will vest upon the attainment of the performance goals.

      The Company recognized $2,254, $269, and $519 of expense related to the Stock Incentive Plan in 2003, 2002 and 2001, respectively. The service based performance share units do not affect the issued and outstanding shares of common stock until conversion at the end of the vesting periods. However, the service based performance share units are considered common stock equivalents and therefore are included, using the treasury stock method, in average common shares outstanding for diluted earnings per share computations. Goal based performance share units are not considered common stock equivalents until it becomes probable that performance goals will be obtained.

      Non-Employee Directors Stock Option Plan — The Company adopted a non-employee directors’ stock option plan for the purpose of granting non-qualified stock options to non-employee directors. The number of shares available under this plan is 200,000, of which options for 158,000 shares have been awarded. The initial options vest one-third on the grant date and an additional one-third on each of the first and second anniversary dates. Subsequent options vest one-fourth each calendar quarter. Each option granted under this plan will be exercisable for a period of ten years from the date of grant.

      A summary of the status of the Company’s Stock Incentive Plan and the Non-Employee Directors Stock Option Plan as of December 31, 2003, 2002 and 2001 and changes during the year ended on those dates is presented below:

	2003					2002					2001
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
Options	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		691,200		$	12.58		595,267		$	12.82		603,600		$	12.77
Granted		161,750			14.06		96,600			11.05		34,500			13.60
Exercised		(60,630	)		12.48		(667	)		8.15		(35,333	)		12.55
Forfeited		(115,300	)		12.70		—			—		(7,500	)		13.78
Outstanding at end of year		677,020		$	12.94		691,200		$	12.58		595,267		$	12.82

      The following table summarizes information about stock options outstanding at December 31, 2003:

Options Outstanding							Options Exercisable
			Weighted		Weighted				Weighted
	Number		Average		Average		Number		Average
	Outstanding		Remaining		Exercise		Exercisable		Exercise
Range of Exercise Prices	at 12/31/03		Contractual Life		Price		at 12/31/03		Price
$14.50 to $19.01		113,750		6.8 years	$	16.80		82,583	$	16.16
$11.50 to $14.49		453,350		3.1 years	$	13.18		443,667	$	13.17
$ 7.03 to $11.49		109,920		8.0 years	$	7.96		81,336	$	8.05
		677,020						607,586

10. Earnings (Loss) Per Share

      Basic earnings per common share (“EPS”) amounts are computed by dividing earnings after the deduction of preferred stock dividends by the average number of common shares outstanding. In accordance with current accounting guidance, for the purpose of calculating EPS, the cumulative preferred stock dividends accumulated for the period were deducted from net income, as if declared. Diluted EPS

F-19

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

amounts assume the issuance of common stock for all potentially dilutive common shares outstanding. The following table provides a reconciliation of the computation of the basic and diluted earnings (loss) per share for income before cumulative effect of change in accounting principle (shares in thousands):

			For the Fiscal Year Ended December 31,
			2003							2002								2001
			Income			Shares		Per-Share		Income			Shares		Per-Share			Income			Shares		Per-Share
Income (loss) before cumulative effect of change in accounting principle			$	6,844						$	(18,608	)						$	(13,702	)
Less: Preferred stock dividends				(2,000	)						(2,000	)							(1,500	)
Basic EPS:
	Income (loss) applicable to common shareholders			4,844			21,073	$	0.23		(20,608	)		20,555	$	(1.00	)		(15,202	)		20,473	$	(0.74	)
Effect of Dilutive Securities:
	Plus: Incremental Shares from assumed conversion
		Options		—			26				—			—					—			—
Diluted EPS:
	Income (loss) applicable to common shareholders with assumed conversions		$	4,844			21,099	$	0.23	$	(20,608	)		20,555	$	(1.00	)	$	(15,202	)		20,473	$	(0.74	)

      There were 59,750, 691,200 and 595,267 shares of common stock issuable under the Company’s stock option plan that were excluded in 2003, 2002 and 2001, respectively, from the computation of dilutive EPS because of their antidilutive effect. In addition, convertible preferred stock, convertible at the holder’s option into Company common stock at $17.92 per share was not included in the computation of dilutive EPS because of their antidilutive effect.

11. Income Taxes

      Significant components of the income tax expense before minority interest and cumulative effect of a change in accounting principle, consist of the following:

		Year Ended December 31,
		2003			2002			2001
Federal:
	Current benefit (expense)	$	—		$	20,004		$	(1,417	)
	Deferred (expense) benefit		(1,794	)		(7,486	)		8,840
State:
	Current expense		(708	)		(913	)		(197	)
	Deferred (expense) benefit		(339	)		2,521			1,308
	Total income tax benefit (expense)	$	(2,841	)	$	14,126		$	8,534

F-20

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Income tax expense for the year ended December 31, 2002 includes a $1,500 reduction in reserves established for tax contingencies.

      A reconciliation of the statutory U.S. Federal income tax rate to the effective income tax rate on income (loss) before cumulative effect of a change in accounting principle is as follows:

		2003			2002			2001
Federal statutory rate			35	%		35	%		35	%
Effect of:
	Permanent differences		(9	)		—			—
	State taxes, net of Federal benefit		7			3			3
	Minority interest		—			(5	)		(5	)
	Other		—			4			—
			33	%		37	%		33	%

      Permanent differences primarily relate to the Company’s settlement of prior year tax examinations, meal and entertainment disallowance, certain state income tax credits and other nondeductible expenses.

F-21

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Significant components of the Company’s deferred tax assets and liabilities as of December 31 are as follows:

			2003			2002
Federal
Deferred federal tax assets:
	Accrued postretirement benefit cost		$	12,718		$	9,868
	Accrued liabilities			11,918			8,482
	Federal NOL carried forward			2,952			3,389
	Pension			6,384			6,118
	Inventory write-down			1,965			2,780
	General business credit			—			165
		Deferred federal tax assets		35,937			30,802
Deferred federal tax liabilities:
	Tax over financial statement depreciation			(84,114	)		(68,007	)
	Equity contra — other comprehensive income			756			(4,534	)
		Net deferred federal tax liability		(47,421	)		(41,739	)
State
Deferred state tax assets:
	Accrued postretirement benefit cost			1,817			1,410
	Accrued liabilities			3,023			941
	Inventory write-down			281			397
	State NOL carried forward			1,535			2,133
	Pension			912			874
		Deferred state tax assets		7,568			5,755
Deferred state tax liabilities:
	Tax over financial statement depreciation			(11,936	)		(9,715	)
	Equity contra — other comprehensive income			108			(648	)
		Net deferred state tax liability		(4,260	)		(4,608	)
Net deferred tax liability			$	(51,681	)	$	(46,347	)

      The net deferred tax liability of $51,681 at December 31, 2003, is net of a current deferred tax asset of $3,413. Of the $46,347 net deferred tax liability at December 31, 2002, $4,971 is included in current liabilities. At December 31, 2003, the Company has a $4,500 federal net operating loss that expires in 2022. Additionally, the Company has various state net operating loss carryforwards totaling $42,000 which begin to expire in 2010.

12. Contingencies and Commitments

Environmental Contingencies

      The Company believes its environmental liabilities are not likely to have a material adverse effect on the Company. However, there can be no assurance that future requirements at currently or formerly owned or operated properties will not result in liabilities which may have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

F-22

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Century of West Virginia is performing certain remedial measures at its Ravenswood Facility pursuant to a RCRA 3008(h) order issued by the Environmental Protection Agency (“EPA”) in 1994 (the “3008(h) Order”). Century of West Virginia also conducted a RCRA facility investigation (“RFI”) under the 3008(h) Order evaluating other areas at Ravenswood that may have contamination requiring remediation. The RFI was submitted to the EPA in December 1999. Century of West Virginia, in consultation with the EPA, has completed interim remediation measures at two sites identified in the RFI, and the Company expects that neither the EPA, nor the State of West Virginia will require further remediation under the 3008(h) Order. The Company believes a significant portion of the contamination on the two identified sites is attributable to the operations of Kaiser, which had previously owned and operated the Ravenswood facility, and will be the financial responsibility of Kaiser.

      Kaiser owned and operated the Ravenswood facility for approximately 30 years before Century of West Virginia acquired it. Many of the conditions that Century of West Virginia is remedying exist because of activities that occurred during Kaiser’s ownership and operation. Under the terms of the purchase agreement for the Ravenswood facility ( the “Kaiser Purchase Agreement”), Kaiser retained responsibility to pay the costs of cleanup of those conditions. In addition, Kaiser retained title to certain land within the Ravenswood premises and is responsible for those areas. On February 12, 2002, Kaiser and certain wholly-owned subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. The Company believes that the bankruptcy will not relieve Kaiser of its responsibilities as to some of the remedial measures performed at the Ravenswood facility. The Company cannot be certain of the ultimate outcome of the bankruptcy and, accordingly, the Company may be unable to hold Kaiser responsible for its share of remedial measures.

      Under the terms of the agreement to sell its fabricating businesses to Pechiney (the “Pechiney Agreement”), the Company and Century of West Virginia provided Pechiney with certain indemnifications. Those include the assignment of certain of Century of West Virginia’s indemnification rights under the Kaiser Purchase Agreement (with respect to the real property transferred to Pechiney) and the Company’s indemnification rights under its stock purchase agreement with Alcoa relating to the Company’s purchase of Century Cast Plate, Inc. The Pechiney Agreement provides further indemnifications, which are limited, in general, to pre-closing conditions that were not disclosed to Pechiney and to off-site migration of hazardous substances from pre-closing acts or omissions of Century of West Virginia. Environmental indemnifications under the Pechiney Agreement expire September 20, 2005 and are payable only to the extent they exceed $2,000. Payments under this indemnification would be limited to $25,000 for on-site liabilities, but there is no limit on potential future payments for any off-site liabilities. The Company does not believe there are any undisclosed pre-closing conditions or off-site migration of hazardous substances, and it does not believe that it will be required to make any potential future payments under this indemnification.

      On July 6, 2000, while the Hawesville facility was owned by Southwire, the EPA issued a final Record of Decision (“ROD”), under the federal Comprehensive Environmental Response, Compensation and Liability Act, which detailed response actions to be implemented at several locations at the Hawesville site to address actual or threatened releases of hazardous substances. Those actions include:

•  removal and off-site disposal at approved landfills of certain soils contaminated by polychlorinated biphenyls (“PCBs”);

•  management and containment of soils and sediments with low PCB contamination in certain areas on-site; and

•  the continued extraction and treatment of cyanide contaminated ground water using the existing ground water treatment system.

F-23

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Under the Company’s agreement with Southwire to purchase the Hawesville facility, Southwire indemnified the Company against all on-site environmental liabilities known to exist prior to the closing of the acquisition, including all remediation, operation and maintenance obligations under the ROD. The total costs for the remedial actions to be undertaken and paid for by Southwire relative to these liabilities are estimated under the ROD to be $12,600 and the forecast of annual operating and maintenance costs is $1,200. Century will operate and maintain the ground water treatment system required under the ROD on behalf of Southwire, and Southwire will reimburse Century for any expense that exceeds $400 annually.

      If on-site environmental liabilities relating to pre-closing activities at Hawesville that were not known to exist as of the date of the closing of the acquisition become known before March 31, 2007, the Company will share the costs of remedial action with Southwire on a sliding scale depending on the year the liability is identified. Any on-site environmental liabilities arising from pre-closing activities which do not become known until on or after March 31, 2007, will be the responsibility of the Company. In addition, the Company will be responsible for any post-closing environmental costs which result from a change in environmental laws after the closing or from its own activities, including a change in the use of the facility. In addition, Southwire indemnified the Company against all risks associated with off-site hazardous material disposals by the Hawesville plant which pre-date the closing of the acquisition.

      The Company acquired the Hawesville facility by purchasing all of the outstanding equity securities of Metalsco Ltd., which was a wholly owned subsidiary of Southwire. Metalsco previously owned certain assets which are unrelated to the Hawesville plant’s operations, including the stock of Gaston Copper Recycling Corporation (“Gaston”), a secondary metals recycling facility in South Carolina. Gaston has numerous liabilities related to environmental conditions at its recycling facility. Gaston and all other non-Hawesville assets owned at any time by Metalsco were identified in the Company’s agreement with Southwire as unwanted property and were distributed to Southwire prior to the closing of the Hawesville acquisition. Southwire indemnified the Company for all liabilities related to the unwanted property. Southwire also retained ownership of certain land adjacent to the Hawesville facility containing Hawesville’s former potliner disposal areas, which are the sources of cyanide contamination in the facility’s groundwater. Southwire retained full responsibility for this land, which was never owned by Metalsco and is located on the north boundary of the Hawesville site.

      Southwire has secured its indemnity obligations to the Company for environmental liabilities until April 1, 2008 by posting a letter of credit, currently in the amount of $14,200, issued in the Company’s favor, with an additional $15,000 to be posted if Southwire’s net worth drops below a pre-determined level during that period. The amount of security Southwire provides may increase (but not above $14,700 or $29,700, as applicable) or decrease (but not below $3,000) if certain specified conditions are met. The Company cannot be certain that Southwire will be able to meet its indemnity obligations. In that event, under certain environmental laws which impose liability regardless of fault, the Company may be liable for any outstanding remedial measures required under the ROD and for certain liabilities related to the unwanted properties. If Southwire fails to meet its indemnity obligations or if the Company’s shared or assumed liability is significantly greater than anticipated, the Company’s financial condition, results of operations and liquidity could be materially adversely affected.

      Century is a party to an Administrative Order on Consent with the Environmental Protection Agency (the “Order”) pursuant to which other past and present owners of an alumina facility at St. Croix, Virgin Islands have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on top of groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater will be delivered to the adjacent petroleum refinery where they will be received and managed. Lockheed Martin Corporation (“Lockheed”), which sold the facility to one of the Company’s affiliates, Virgin Islands Alumina Corporation (“Vialco”), in 1989, has tendered indemnity and defense of this matter to Vialco pursuant to terms of the Lockheed–Vialco Asset Purchase

F-24

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Agreement. Management does not believe Vialco’s liability under the Order or its indemnity to Lockheed will require material payments. Through December 31, 2003, the Company has expended approximately $400 on the Recovery Plan. Although there is no limit on the obligation to make indemnification payments, the Company expects the future potential payments under this indemnification will be approximately $200 which may be offset in part by sales of recoverable hydrocarbons.

      It is the Company’s policy to accrue for costs associated with environmental assessments and remedial efforts when it becomes probable that a liability has been incurred and the costs can be reasonably estimated. The aggregate environmental related accrued liabilities were $1,254 and $1,370 at December 31, 2003 and December 31, 2002, respectively. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, such costs are expensed as incurred.

      Because of the issues and uncertainties described above, and the Company’s inability to predict the requirements of the future environmental laws, there can be no assurance that future capital expenditures and costs for environmental compliance will not have a material adverse effect on the Company’s future financial condition, results of operations, or liquidity. Based upon all available information, management does not believe that the outcome of these environmental matters, or environmental matters concerning Mt. Holly, will have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

     Legal Contingencies

      Prior to the Kaiser bankruptcy, Century was a named defendant, along with Kaiser and many other companies, in civil actions brought by employees of third party contractors who alleged asbestos-related diseases arising out of exposure at facilities where they worked, including Ravenswood. All of those actions relating to the Ravenswood facility have been dismissed or settled with respect to the Company and as to Kaiser. Only 14 plaintiffs were able to show they had been on the Ravenswood premises during the period the Company owned the plant, and the parties have agreed to settle all of those claims for non-material amounts. The Company is awaiting receipt of final documentation of those settlements and the entry of dismissal orders. The Company does not expect the Kaiser Bankruptcy will have any effect on the settlements reached on those asbestos claims. Since the Kaiser Bankruptcy, the Company has been named in an additional 82 civil actions based on similar allegations with unspecified monetary claims against Century. Three of these civil actions have been dismissed. The Company does not know if any of the remaining 79 claimants were in the Ravenswood facility during the Company’s ownership, but management believes that the costs of investigation or settlements, if any, will be immaterial.

      The Company has pending against it or may be subject to various other lawsuits, claims and proceedings related primarily to employment, commercial, environmental and safety and health matters. Although it is not presently possible to determine the outcome of these matters, management believes their ultimate disposition will not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

     Power Commitments

      The Hawesville facility currently purchases all of its power from Kenergy Corporation (“Kenergy”), a local retail electric cooperative, under a power supply contract that expires at the end of 2010. Kenergy acquires the power it provides to the Hawesville facility mostly from a subsidiary of LG&E Energy Corporation (“LG&E”), with delivery guaranteed by LG&E. The Hawesville facility currently purchases all of its power from Kenergy at fixed prices. Approximately 16% of the Hawesville facility’s power requirements are unpriced in calendar year 2005. The unpriced portion of the contract increases to approximately 27% in 2006.

F-25

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company purchases all of the electricity requirements for the Ravenswood facility from Ohio Power Company, a unit of American Electric Power Company, under a fixed price power supply agreement that runs through December 31, 2005.

      The Mt. Holly facility purchases all of its power from the South Carolina Public Service Authority (“Santee Cooper”) at rates fixed by published schedules. The Mt. Holly facility’s current power contract was to expire December 31, 2005. In July 2003, a new contract to supply all of the Mt. Holly facility’s power requirements through 2015 was entered into. Power delivered through 2010 will be priced as set forth in currently published schedules, subject to adjustments for fuel costs. Rates for the period 2011 through 2015 will be as provided under then-applicable schedules.

      Equipment failures at the Ravenswood, Mt. Holly or Hawesville facilities could limit or shut down the Company’s production for a significant period of time. In order to minimize the risk of equipment failure, the Company follows a comprehensive maintenance and loss prevention program and periodically reviews its failure exposure.

      The Company may suffer losses due to a temporary or prolonged interruption of the supply of electrical power to its facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events. The Company uses large amounts of electricity to produce primary aluminum, and any loss of power which causes an equipment shutdown can result in the hardening or “freezing” of molten aluminum in the pots where it is produced. If this occurs, the Company may experience significant losses if the pots are damaged and require repair or replacement, a process that could limit or shut down production operations for a prolonged period of time. Although the Company maintains property and business interruption insurance to mitigate losses resulting from catastrophic events, the Company may still be required to pay significant amounts under the deductible provisions of those insurance policies. Century’s coverage may not be sufficient to cover all losses, or certain events may not be covered. For example, Century’s insurance does not cover any losses the Company may incur if its suppliers are unable to provide the Company with power during periods of unusually high demand. Certain material losses which are not covered by insurance may trigger a default under the Company’s Revolving Credit Facility. No assurance can be given that a material shutdown will not occur in the future or that such a shutdown would not have a material adverse effect on the Company.

     Labor Commitments

      Ravenswood’s hourly employees, which comprise approximately 37% of the Company’s workforce, are represented by the USWA and are currently working under a labor agreement that expires May 31, 2006. Hawesville’s hourly employees, which comprise approximately 43% of the Company’s workforce, are represented by the USWA and are currently working under a five-year labor agreement that expires March 31, 2006.

     Other Commitments

      The Company may be required to make post-closing payments to Southwire up to an aggregate maximum of $7,000 if the price of primary aluminum on the LME exceeds specified levels during the seven years following closing of the Hawesville Acquisition in April 2001.

13. Forward Contracts and Financial Instruments

      As a producer of primary aluminum products, the Company is exposed to fluctuating raw material and primary aluminum prices. The Company routinely enters into fixed and market priced contracts for the sale of primary aluminum and the purchase of raw materials in future periods.

F-26

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Century has a contract with Pechiney (the “Pechiney Metal Agreement”) under which Pechiney purchases 23 to 27 million pounds, per month, of molten aluminum produced at the Ravenswood facility through December 31, 2005, at a price determined by reference to the U.S. Midwest Market Price. This contract will be automatically extended through July 31, 2007 provided that the Company’s power contract for the Ravenswood facility is extended or replaced through that date. Pechiney has the right, upon twelve months notice, to reduce its purchase obligations by 50% under this contract.

      The Pechiney rolling mill that purchases primary aluminum from the Company under this contract is located directly adjacent to the Ravenswood facility, which allows the Company to deliver molten aluminum, thereby reducing its casting and shipping costs. Alcan has agreed to sell the Pechiney rolling mill in connection with its merger with Pechiney. While any buyer of the rolling mill would be expected to assume Pechiney’s obligations under Pechiney’s existing contract with the Company, the Company may require different terms or terminate that contract if the buyer is not deemed to be creditworthy. If this contract is terminated, or if the buyer materially reduces its purchases or fails to renew the contract when it expires, the Company’s casting, shipping and marketing costs at the Ravenswood facility would increase.

      On April 1, 2000, the Company entered into an agreement, expiring December 31, 2009, with Glencore to sell and deliver monthly, primary aluminum totaling approximately 110.0 million pounds per year at a fixed price for the years 2002 through 2009 (the “Original Sales Contract”). In January 2003, Century and Glencore agreed to terminate and settle the Original Sales Contract for the years 2005 through 2009. At that time, the parties entered into a new contract (the “New Sales Contract”) that requires Century to deliver the same quantity of primary aluminum as did the Original Sales Contract for these years. The New Sales Contract provides for variable pricing determined by reference to the LME for the years 2005 through 2009. For deliveries through 2004, the price of primary aluminum delivered will remain fixed.

      Prior to the January 2003 agreement to terminate and settle the years 2005 though 2009 of the Original Sales Contract, the Company had been classifying and accounting for it as a normal sales contract under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” A contract that is so designated and that meets other conditions established by SFAS No. 133 is exempt from the requirements of SFAS No. 133, although by its term the contract would otherwise be accounted for as a derivative instrument. Accordingly, prior to January 2003, the Original Sales Contract was recorded on an accrual basis of accounting and changes in the fair value of the Original Sales Contract were not recognized.

      According to SFAS No. 133, it must be probable that at inception and throughout its term, a contract classified as “normal” will not result in a net settlement and will result in physical delivery. In April 2003, the Company and Glencore net settled a significant portion of the Original Sales Contract, and it no longer qualified for the “normal” exception of SFAS No. 133. The Company marked the Original Sales Contract to current fair value in its entirety. Accordingly, in the first quarter of 2003 the Company recorded a derivative asset and a pre-tax gain of $41,700. Of the total recorded gain, $26,100 related to the favorable terms of the Original Sales Contract for the years 2005 through 2009, and $15,600 relates to the favorable terms of the Original Sales Contract for 2003 through 2004.

      The Company determined the fair value by estimating the excess of the contractual cash flows of the Original Sales Contract (using contractual prices and quantities) above the estimated cash flows of a contract based on identical quantities using LME-quoted prevailing forward market prices for aluminum plus an estimated U.S. Midwest premium adjusted for delivery considerations. The Company discounted the excess estimated cash flows to present value using a discount rate of 7%.

      On April 1, 2003, the Company received $35,500 from Glencore, $26,100 of which relates to the settlement of the Original Sales Contract for the years 2005 through 2009, and $9,400 of which represents

F-27

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the fair value of the New Sales Contracts, discussed below. Beginning in January 2003, the Company accounts for the unsettled portion of the Original Sales Contract (years 2003 and 2004) as a derivative and will recognize period-to-period changes in fair value in current income. The Company will also account for the New Sales Contract as a derivative instrument under SFAS No. 133. The Company has not designated the New Sales Contract as “normal” because it replaces and substitutes for a significant portion of the Original Sales Contract which, after January 2003, no longer qualified for this designation. The $9,400 initial fair value of the New Sales Contract is a derivative liability and represents the present value of the contract’s favorable term to Glencore in that the New Sales Contract excludes from its variable price an estimated U.S. Midwest premium, adjusted for delivery considerations. Because the New Sales Contract is variably priced, the Company does not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium.

      In connection with the acquisition of the Hawesville facility in April 2001, the Company entered into a 10-year contract with Southwire (the “Southwire Metal Agreement”) to supply 240 million pounds of high-purity molten aluminum annually to Southwire’s wire and cable manufacturing facility located adjacent to the Hawesville facility. Under this contract, Southwire will also purchase 60.0 million pounds of standard grade molten aluminum each year for the first five years of the contract, with an option to purchase an equal amount in each of the remaining five years. Southwire has exercised this option through 2008. Prior to the acquisition of the 20% interest in the Hawesville facility on April 1, 2003, the Company and Glencore were each responsible for providing a pro rata portion of the aluminum supplied to Southwire under this contract. In connection with the Company’s acquisition of the 20% interest in the Hawesville facility, the Company assumed Glencore’s delivery obligations under the Southwire Metal Agreement. The price for the molten aluminum to be delivered to Southwire from the Hawesville facility is variable and will be determined by reference to the U.S. Midwest Market Price. This agreement expires on March 31, 2011, and will automatically renew for additional five-year terms, unless either party provides 12 months notice that it has elected not to renew.

      In connection with the acquisition of the 20% interest in the Hawesville facility, the Company entered into a ten-year contract with Glencore (the “Glencore Metal Agreement”) from 2004 through 2013 under which Glencore will purchase approximately 45.0 million pounds per year of primary aluminum produced at the Ravenswood and Mt. Holly facilities, at prices based on then-current market prices, adjusted by a negotiated U.S. Midwest premium with a cap and a floor as applied to the current U.S. Midwest premium.

      Apart from the Pechiney Metal Agreement, the Glencore Metal Agreement, Original Sales Contract, New Sales Contract and Southwire Metal Agreement, the Company had forward delivery contracts to sell 351.8 million pounds and 329.0 million pounds of primary aluminum at December 31, 2003 and December 31, 2002, respectively. Of these forward delivery contracts, the Company had fixed price commitments to sell 70.5 million pounds and 42.9 million pounds of primary aluminum at December 31, 2003 and December 31, 2002, respectively. Of these forward delivery contracts, 53.5 million pounds and 0.3 million pounds at December 31, 2003 and December 31, 2002, respectively, were with Glencore.

      The Company is party to long-term alumina supply agreements with Glencore for Ravenswood and Mt. Holly that extend through December 2006 and January 2008 at prices indexed to the price of primary aluminum quoted on the LME.

      Kaiser filed for bankruptcy under Chapter 11 of the Bankruptcy Code in February 2002. Subsequent to that date, and with bankruptcy court approval, Kaiser agreed to assume the Company’s alumina supply agreement, and it agreed to a new alumina supply agreement for the Company’s Hawesville facility for the years 2006 through 2008. To date, Kaiser has continued to supply alumina to the Company pursuant to the terms of its agreement. In June 2003, Kaiser announced it was exploring the sale of several of its facilities, including Gramercy. The Company, together with a partner, is considering purchasing that

F-28

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

facility. If the Company were to acquire the Gramercy facility, the price the Company would pay for alumina used by the Hawesville facility would be based on the cost of alumina production, rather than the LME price for primary aluminum. Those production costs may be materially higher than an LME-based price. If the Company were not to purchase the Gramercy facility, and Kaiser or a successor failed to continue to supply alumina to the Hawesville facility pursuant to the terms of the agreements, the Company’s costs for alumina could increase substantially, and it may not be able to fully recover damages resulting from breach of those contracts.

      To mitigate the volatility in its unpriced forward delivery contracts, the Company enters into fixed price financial sales contracts, which settle in cash in the period corresponding to the intended delivery dates of the forward delivery contracts. Certain of these financial sales contracts are accounted for as cash flow hedges depending on the Company’s designation of each contract at its inception. At December 31, 2003 and December 31, 2002, the Company had financial instruments, primarily with Glencore, for 102.9 million pounds and 181.0 million pounds, respectively, of which 58.8 million pounds and 181.0 million pounds, respectively, were designated cash flow hedges. These financial instruments are scheduled for settlement at various dates through 2005. The Company had no fixed price financial purchase contracts to purchase aluminum at December 31, 2003. Additionally, to mitigate the volatility of the natural gas markets, the Company enters into fixed price financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas. At December 31, 2003 and December 31, 2002, the Company had financial instruments for 2.7 million and 1.5 million DTH (one decatherm is equivalent to one million British Thermal Units), respectively. These financial instruments are scheduled for settlement at various dates through 2005. Based on the fair value of the Company’s financial instruments as of December 31, 2003 accumulated other comprehensive income of $1,459 is expected to be reclassified as a reduction to earnings over the next twelve month period.

      The forward financial sales and purchase contracts are subject to the risk of non-performance by the counterparties. However, the Company only enters into forward financial contracts with counterparties it determines to be creditworthy. If any counterparty failed to perform according to the terms of the contract, the accounting impact would be limited to the difference between the nominal value of the contract and the market value on the date of settlement.

14. Asset Retirement Obligations

      In June 2001, the Financial Accounting Standards Board issued SFAS No 143, “Accounting for Asset Retirement Obligations.” This Statement establishes standards for accounting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company adopted the Standard during the first quarter of 2003. SFAS No. 143 requires that the Company record the fair value of a legal liability for an asset retirement obligation (“ARO”) in the period in which it is incurred and capitalize the ARO by increasing the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. The Company’s asset retirement obligations consist primarily of costs associated with the removal and disposal of reduction plant spent pot liner.

      With the adoption of SFAS No. 143 on January 1, 2003, Century recorded an ARO asset of $6,848, net of accumulated amortization of $7,372, a Deferred Tax Asset of $3,430 and an ARO liability of $14,220. The net amount initially recognized as a result of applying the Statement is reported as a cumulative effect of a change in accounting principle. The Company recorded a one-time, non-cash charge of $5,878, for the cumulative effect of a change in accounting principle. During the year ended December 31, 2003 $1,795 of the additional ARO liability incurred is related to the acquisition of the 20% interest in the Hawesville facility.

F-29

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The reconciliation of the changes in the asset retirement obligations is presented below:

	For the Year Ended
	December 31,
	2003			2002
				(Pro Forma)
Beginning Balance, ARO Liability	$	14,220		$	13,734
Additional ARO Liability incurred		3,402			2,195
ARO Liabilities settled		(2,423	)		(2,842	)
Accretion Expense		1,296			1,133
Ending Balance, ARO Liability	$	16,495		$	14,220

15. Related Party Transactions

      The significant related party transactions occurring during the years ended December 31, 2003, 2002 and 2001, are described below.

      The Chairman of the Board of Directors of Century is a member of the Board of Directors of Glencore International AG. One of Century’s Board members is the Chairman of the Board of Directors of Glencore International AG.

      The Company had notes receivable with officers of the Company of $450 and $458 at December 31, 2003 and 2002, respectively. These notes receivable were all existing loans issued prior to the enactment of the Sarbanes-Oxley Act of 2002 and have not been modified since that date.

      Century of West Virginia has purchased alumina, and purchased and sold primary aluminum in transactions with Glencore at prices which management believes approximated market.

      Berkeley has purchased alumina and sold primary aluminum in transactions with Glencore at prices which management believes approximated market.

      Century of Kentucky has sold primary aluminum in transactions with Glencore at prices which management believes approximated market.

      During 2003, all of Century’s facilities participated in primary aluminum swap arrangements with Glencore at prices which management believes approximated market.

     Summary

      A summary of the aforementioned related party transactions for the years ended December 31, 2003, 2002 and 2001 is as follows:

	2003		2002		2001
Net sales(1)	$	121,886	$	107,594	$	111,469
Purchases		99,185		97,469		19,964
Management fees from Glencore		121		485		416
Net gain (loss) on forward contracts		26,129		—		(1	)
Derivative liability		9,342		—		—

(1)  Net sales includes gains and losses realized on the settlement of financial contracts.

      See Note 13 for a discussion of the Company’s fixed-price commitments, forward financial contracts, and contract settlements with related parties.

F-30

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16. Supplemental Cash Flow Information

		Year Ended December 31,
		2003		2002		2001
Cash paid for:
	Interest	$	40,289	$	38,299	$	21,114
	Income taxes		257		286		934
Cash received from:
	Interest		341		392		891
	Income tax refunds		9,489		17,574		66

Non-Cash Activities

      During the years ended December 31, 2003, 2002 and 2001, interest cost incurred in the construction of equipment of $685, $810 and $250, respectively, was capitalized. During 2003, the Company incurred $40,000 of borrowings in the form of seller financing related to the acquisition of the 20% interest in the Hawesville facility. During 2002, the Company made non-cash contributions, consisting of 500,000 shares of the Company’s common stock valued at $3,180, to the Company’s pension plans.

17. Business Segments

      The Company operates in only one reportable business segment, primary aluminum. The primary aluminum segment produces molten metal, rolling ingot, t-ingot, extrusion billet and foundry ingot.

      A reconciliation of the Company’s consolidated assets to the total of primary aluminum segment assets is provided below.

			Corporate,
Segment Assets(1)	Primary		Unallocated		Total Assets
2003	$	793,101	$	17,225	$	810,326
2002		742,672		22,495		765,167
2001		757,774		18,932		776,706

(1)  Segment assets include accounts receivable, due from affiliates, inventory, intangible assets, and property, plant and equipment-net; the remaining assets are unallocated corporate assets, and deferred tax assets.

      Included in the consolidated financial statements are the following amounts related to geographic locations:

		Year Ended December 31,
		2003		2002		2001
Net Sales
	United States	$	779,229	$	711,003	$	654,922
	Other		3,250		335		—

      At December 31, 2003, 2002, and 2001, all of the Company’s long-lived assets were located in the United States.

F-31

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Revenues from Glencore represented 15.6%, 15.1% and 17.0% of the Company’s consolidated revenues in 2003, 2002 and 2001, respectively. Revenues from Pechiney represented 25.4%, 31.0% and 31.1% of the Company’s consolidated sales in 2003, 2002 and 2001, respectively. Revenues from Southwire represented 25.4%, 22.2% and 18.9% of the Company’s consolidated sales in 2003, 2002 and 2001.

18. Quarterly Information (Unaudited)

      The following information includes the results from the Company’s 20% interest in the Hawesville facility since its acquisition on April 1, 2003.

      Financial results by quarter for the years ended December 31, 2003 and 2002 are as follows:

						Net Income Before
						Cumulative Effect of
		Net		Gross		Change in			Net Income			Net Income (Loss)
		Sales		Profit		Accounting Principle			(Loss)			Per Share
2003:
	1st Quarter(1)(2)(3)	$	179,009	$	7,706	$	23,473		$	17,595		$	0.81
	2nd Quarter(4)		196,167		7,776		(5,007	)		(5,007	)		(0.26	)
	3rd Quarter(5)(6)		201,488		10,040		(5,367	)		(5,367	)		(0.28	)
	4th Quarter(7)(8)		205,815		22,517		(6,255	)		(6,255	)		(0.32	)
2002:
	1st Quarter(9)	$	179,100	$	7,308	$	(3,468	)	$	(3,468	)	$	(0.19	)
	2nd Quarter(10)		180,336		4,956		(4,600	)		(4,600	)		(0.25	)
	3rd Quarter(11)(12)		176,992		247		(7,764	)		(7,764	)		(0.40	)
	4th Quarter(13)		174,910		7,550		(2,776	)		(2,776	)		(0.16	)

(1)	The first quarter 2003 net income includes a gain of $26,129, net of tax, related to a contract termination.
(2)	The first quarter 2003 net income includes a charge of $5,878, net of tax, for the cumulative effect of adopting SFAS No. 143, “Accounting for Asset Retirement Obligations.”
(3)	The first quarter 2003 gross profit includes credits of $99 for inventory adjustments.
(4)	The second quarter 2003 gross profit includes credits of $295 for inventory adjustments.
(5)	The third quarter 2003 gross profit includes a credit of $1,223 for inventory adjustments.
(6)	The third quarter 2003 gross profit includes a charge of $1,555 for additional costs associated with spot purchases of alumina due to a supplier curtailment.
(7)	The fourth quarter 2003 gross profit includes credits of $5,905 for inventory adjustments.
(8)	The fourth quarter 2003 net income includes a charge of $2,004, net of tax, related to an executive resignation.
(9)	The first quarter 2002 gross profit includes credits of $1,473 for inventory adjustments.

(10)	The second quarter 2002 gross profit includes a charge of $717 for inventory adjustments.
(11)	The third quarter 2002 gross profit includes a charge of $3,410 for inventory adjustments.
(12)	The third quarter 2002 net income includes an after-tax charge of $1,072 to write-off deferred acquisition costs and an income tax benefit of $1,500 from a reduction in estimated income taxes.
(13)	The fourth quarter 2002 gross profit includes credits of $2,901 for inventory adjustments.

F-32

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

19. Condensed Consolidating Financial Information

      The Company’s 11 3/4% Senior Secured First Mortgage Notes due 2008 are jointly and severally and fully and unconditionally guaranteed by all of the Company’s material wholly owned direct and indirect subsidiaries other than Century Aluminum of Kentucky, LLC (the “Guarantor Subsidiaries”). At December 31, 2001, as a result of the acquisition of the Hawesville facility, Century indirectly held an 80% equity interest in Century Aluminum of Kentucky, LLC (“LLC”) and as such consolidated 100% of the assets, liabilities and operations of the LLC into its financial statements, showing the interest of the 20% owners as “Minority Interests.” On April 1, 2003, the Company completed the acquisition of the 20% interest in its Hawesville, Kentucky primary aluminum reduction facility, which was indirectly owned by Glencore, thereby eliminating the Minority Interest. Other subsidiaries of the Company which are immaterial will not guarantee the Notes (collectively, the “Non-Guarantor Subsidiaries”). During 2001, the Company adopted a policy for financial reporting purposes of allocating expenses to subsidiaries. For the years ended December 31, 2003, 2002 and 2001, the Company allocated total corporate expenses of $9,139, $10,900 and $8,500 to its subsidiaries, respectively. Additionally, the Company charges interest on certain intercompany balances.

      Because the LLC is not a minor subsidiary, the Company is providing condensed consolidating financial information for the periods following the Company’s acquisition of the Hawesville facility. See Note 5 to the Consolidated Financial Statements for information about the terms of the Notes.

      The following summarized condensed consolidating balance sheets as of December 31, 2003 and 2002, condensed consolidating statements of operations for the years ended December 31, 2003, 2002, and 2001 and the condensed consolidating statements of cash flows for the years ended December 31, 2003, 2002, and 2001 present separate results for Century Aluminum Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiary.

      This summarized condensed consolidating financial information may not necessarily be indicative of the results of operations or financial position had the Company, the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries operated as independent entities.

F-33

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2003

			Combined									Reclassifications
			Guarantor			Non-Guarantor			The			and
			Subsidiaries			Subsidiary			Company			Eliminations			Consolidated
ASSETS
Current Assets:
	Cash and cash equivalents		$	104		$	—		$	28,100		$	—		$	28,204
	Accounts receivable — net			51,131			239			—			—			51,370
	Due from affiliates			101,489			23,586			455,025			(569,143	)		10,957
	Inventories			76,878			12,482			—			—			89,360
	Prepaid and other assets			4,263			134			3,117			—			7,514
		Total current assets		233,865			36,441			486,242			(569,143	)		187,405
Investment in subsidiaries				78,720			—			178,483			(257,203	)		—
Property, plant and equipment — net				489,502			5,299			156			—			494,957
Intangible asset — net				—			99,136			—			—			99,136
Due from affiliates — less current portion				—			—			—			—			—
Other assets				14,877			—			13,951			—			28,828
		Total	$	816,964		$	140,876		$	678,932		$	(826,346	)	$	810,326
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Accounts payable, trade		$	13,137		$	21,692		$	—		$	—		$	34,829
	Due to affiliates			25,392			525			116,538			(115,316	)		27,139
	Industrial revenue bonds			7,815			—			—			—			7,815
	Accrued and other current liabilities			8,929			5,740			15,485			—			30,154
	Accrued employee benefits costs — current portion			7,306			1,628			—			—			8,934
	Deferred taxes — current portion			—			—			—			—			—
		Total current liabilities		62,579			29,585			132,023			(115,316	)		108,871
Long term debt — net				—			—			322,310			—			322,310
Notes payable — affiliates				—			—			14,000			—			14,000
Accrued pension benefit costs — less current portion				—			—			10,764			—			10,764
Accrued postretirement benefit costs — less current portion				53,234			24,334			650			—			78,218
Other liabilities				478,892			8,237			—			(453,757	)		33,372
Deferred taxes				43,776			—			11,388			(70	)		55,094
		Total noncurrent liabilities		575,902			32,571			359,112			(453,827	)		513,758
Shareholders’ Equity:
	Convertible preferred stock			—			—			25,000			—			25,000
	Common stock			59			—			211			(59	)		211
	Additional paid-in capital			188,424			133,175			173,138			(321,599	)		173,138
	Accumulated other comprehensive income (loss)			(4,582	)		—			(5,222	)		4,582			(5,222	)
	Retained earnings (deficit)			(5,418	)		(54,455	)		(5,430	)		59,873			(5,430	)
		Total shareholders’ equity		178,783			78,720			187,697			(257,203	)		187,697
		Total	$	816,964		$	140,876		$	678,832		$	(826,346	)	$	810,326

F-34

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2002

			Combined									Reclassifications
			Guarantor			Non-Guarantor			The			and
			Subsidiaries			Subsidiary			Company			Eliminations			Consolidated
ASSETS
Current Assets:
	Cash and cash equivalents		$	745		$	—		$	44,347		$	—		$	45,092
	Accounts receivable — net			45,936			304			—						46,240
	Due from affiliates			87,071			10,102			353,292			(427,733	)		22,732
	Inventories			55,877			21,258			—			—			77,135
	Prepaid and other assets			2,887			178			4,434			(2,722	)		4,777
		Total current assets		192,516			31,842			402,073			(430,455	)		195,976
Investment in subsidiaries				74,663			—			184,234			(258,897	)		—
Property, plant and equipment — net				416,590			780			251			—			417,621
Intangible asset — net				—			119,744			—			—			119,744
Due from affiliates — less current portion				974			—			—			—			974
Other assets				13,041			—			17,811			—			30,852
		Total	$	697,784		$	152,366		$	604,369		$	(689,352	)	$	765,167
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Accounts payable, trade		$	14,588		$	23,169		$	—		$	—		$	37,757
	Due to affiliates			32,711			—			64,243			(81,143	)		15,811
	Industrial revenue bonds			—			7,815			—			—			7,815
	Accrued and other current liabilities			6,257			5,055			12,802			—			24,114
	Accrued employee benefits costs — current portion			8,966			559			1,365			—			10,890
	Deferred taxes — current portion			7,763			—			—			(2,792	)		4,971
		Total current liabilities		70,285			36,598			78,410			(83,935	)		101,358
Long term debt — net				—			—			321,852			—			321,852
Accrued pension benefit costs — less current portion				3,771			—			6,980			—			10,751
Accrued postretirement benefit costs — less current portion				48,335			21,840			481			—			70,656
Other liabilities				354,297			599			—			(346,520	)		8,376
Deferred taxes				36,862			—			4,514			—			41,376
		Total noncurrent liabilities		443,265			22,439			333,827			(346,520	)		453,011
Minority Interest				—			—			—			18,666			18,666
Shareholders’ Equity:
	Convertible preferred stock			—			—			25,000			—			25,000
	Common stock			59			—			211			(59	)		211
	Additional paid-in capital			226,998			139,281			172,133			(366,279	)		172,133
	Accumulated other comprehensive income (loss)			1,173			—			1,173			(1,173	)		1,173
	Retained earnings (deficit)			(43,996	)		(45,952	)		(6,385	)		89,948			(6,385	)
		Total shareholders’ equity		184,234			93,329			192,132			(277,563	)		192,132
		Total	$	697,784		$	152,366		$	604,369		$	(689,352	)	$	765,167

F-35

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003

		Combined								Reclassifications
		Guarantor			Non-Guarantor			The		and
		Subsidiaries			Subsidiary			Company		Eliminations			Consolidated
Net sales:
	Third-party customers	$	660,593		$	—		$	—	$	—		$	660,593
	Related parties		121,886			—			—		—			121,886
			782,479			—			—		—			782,479
Cost of goods sold			715,816			334,020			—		(315,395	)		734,441
Reimbursement from owners			—			(315,519	)		—		315,519			—
Gross profit (loss)			66,663			(18,501	)		—		(124	)		48,038
Selling, general and administrative expenses			20,833			—			—		—			20,833
Operating income (loss)			45,830			(18,501	)		—		(124	)		27,205
Interest expense — third party			(41,248	)		(124	)		—		103			(41,269	)
Interest expense — affiliates			(2,579	)		—			—		—			(2,579	)
Interest income			339			—			—		—			339
Net gain (loss) on forward contracts			25,691			—			—		—			25,691
Other income (expense) — net			(653	)		(56	)		—		21			(688	)
Income (loss) before taxes, minority interest and cumulative effect of a change in accounting principle			27,830			(18,681	)		—		—			8,699
Income tax (expense) benefit			(9,564	)		—			—		6,723			(2,841	)
Net income (loss) before minority interest and cumulative effect of a change in accounting principle			17,816			(18,681	)		—		6,723			5,858
Minority interest			—			—			—		986			986
Net income (loss) before cumulative effect of a change in accounting principle			17,816			(18,681	)		—		7,709			6,844
Cumulative effect of a change in accounting principle			(5,878	)		—			—		—			(5,878	)
Equity earnings (loss) of subsidiaries			(10,972	)		—			966		10,006			—
Net income (loss)		$	966		$	(18,681	)	$	966	$	17,715		$	966

F-36

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2002

		Combined									Reclassifications
		Guarantor			Non-Guarantor			The			and
		Subsidiaries			Subsidiary			Company			Eliminations			Consolidated
Net sales:
	Third-party customers	$	603,744		$	—		$	—		$	—		$	603,744
	Related parties		107,594			—			—			—			107,594
			711,338			—			—			—			711,338
Cost of goods sold			665,032			279,614			—			(253,369	)		691,277
Reimbursement from owners			—			(253,541	)		—			253,541			—
Gross profit (loss)			46,306			(26,073	)		—			(172	)		20,061
Selling, general and administrative expenses			15,783			—			—			—			15,783
Operating income (loss)			30,523			(26,073	)		—			(172	)		4,278
Interest expense			(40,813	)		(134	)		—			134			(40,813	)
Interest income			392			—						—			392
Other income (expense), net			(1,830	)		(51	)		—			38			(1,843	)
Income (loss) before taxes			(11,728	)		(26,258	)		—			—			(37,986	)
Income tax (expense) benefit			6,144			—			—			7,982			14,126
Net income (loss) before minority interest			(5,584	)		(26,258	)		—			7,982			(23,860	)
Minority interest			—			—			—			5,252			5,252
Equity earnings (loss) of subsidiaries			(13,024	)		—			(18,608	)		31,632			—
Net income (loss)		$	(18,608	)	$	(26,258	)	$	(18,608	)	$	44,866		$	(18,608	)

F-37

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2001

		Combined									Reclassifications
		Guarantor			Non-Guarantor			The			and
		Subsidiaries			Subsidiary			Company			Eliminations			Consolidated
Net sales:
	Third-party customers	$	543,453		$	—		$	—		$	—		$	543,453
	Related parties		111,469			—			—			—			111,469
			654,922			—			—			—			654,922
Cost of goods sold			614,052			252,615			—			(232,453	)		634,214
Reimbursement from owners			—			(233,521	)		—			233,521			—
Gross profit (loss)			40,870			(19,094	)		—			(1,068	)		20,708
Selling, general and administrative expenses			18,787			742			—			(931	)		18,598
Operating income (loss)			22,083			(19,836	)		—			(137	)		2,110
Interest expense			(31,403	)		(162	)		—			—			(31,565	)
Interest income			891			—			—			—			891
Other income (expense) — net			1,948			304			—			137			2,389
Income (loss) before taxes			(6,481	)		(19,694	)		—			—			(26,175	)
Income tax (expense) benefit			2,547			—			—			5,987			8,534
Net income (loss) before minority interest			(3,934	)		(19,694	)		—			5,987			(17,641	)
Minority interest												3,939			3,939
Equity earnings (loss) of subsidiaries			(9,768	)		—			(13,702	)		23,470			—
Net income (loss)		$	(13,702	)	$	(19,694	)	$	(13,702	)	$	33,396		$	(13,702	)

F-38

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2003

		Combined									Reclassifications
		Guarantor			Non-Guarantor			The			and
		Subsidiaries			Subsidiary			Company			Eliminations		Consolidated
Net cash provided by operating activities		$	72,825		$	14,554		$	—		$	—	$	87,379
Investing activities:
	Purchase of property, plant and equipment		(15,809	)		(3,049	)		—			—		(18,858	)
	Acquisitions		—			—			(59,837	)		—		(59,837	)
Net cash used in investing activities			(15,809	)		(3,049	)		(59,837	)		—		(78,695	)
Financing activities:
	Payments		—			—			(26,000	)		—		(26,000	)
	Financing fees		—			—			(297	)		—		(297	)
	Dividends		—			—			(11	)		—		(11	)
	Intercompany transactions		(57,657	)		(11,505	)		69,162			—		—
	Issuance of common stock		—			—			736			—		736
Net cash provided by (used in) financing activities			(57,657	)		(11,505	)		43,590			—		(25,572	)
Net increase (decrease) in cash			(641	)		—			(16,247	)		—		(16,888	)
Beginning cash			745			—			44,347			—		45,092
Ending cash		$	104		$	—		$	28,100		$	—	$	28,204

F-39

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2002

		Combined									Reclassifications
		Guarantor			Non-Guarantor			The			and
		Subsidiaries			Subsidiary			Company			Eliminations		Consolidated
Net cash provided by operating activities		$	40,245		$	14,241		$	—		$	—	$	54,486
Investing activities:
	Purchase of property, plant and equipment		(17,371	)		(1,056	)		—			—		(18,427	)
	Proceeds from sale of property, plant and equipment		231			—			—			—		231
Net cash used in investing activities			(17,140	)		(1,056	)		—			—		(18,196	)
Financing activities:
	Dividends		—			—			(4,591	)		—		(4,591	)
	Intercompany transactions		(23,380	)		(13,185	)		36,565			—		—
	Issuance of common stock		—			—			5			—		5
Net cash provided by (used in) financing activities			(23,380	)		(13,185	)		31,979			—		(4,586	)
Net increase (decrease) in cash			(275	)		—			31,979			—		31,704
Beginning cash			1,020			—			12,368			—		13,388
Ending cash		$	745		$	—		$	44,347		$	—	$	45,092

F-40

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2001

		Combined									Reclassifications
		Guarantor			Non-Guarantor			The			and
		Subsidiaries			Subsidiary			Company			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	42,440		$	(3,817	)	$	—		$	—	$	38,623
Investing activities:
	Purchase of property, plant and equipment		(14,082	)		(374	)		—			—		(14,456	)
	Proceeds from sale of property, plant and equipment		54			—			—			—		54
	Divestitures		98,971			—			—			—		98,971
	Business acquisition		(466,814	)		—			—			—		(466,814	)
Net cash used in investing activities			(381,871	)		(374	)		—			—		(382,245	)
Financing activities:
	Borrowings, third party		—			—			321,352			—		321,352
	Financing fees		—			—			(16,568	)		—		(16,568	)
	Dividends		—			—			(5,736	)		—		(5,736	)
	Intercompany transactions		307,489			4,191			(311,680	)		—		—
	Issuance of preferred stock		—			—			25,000			—		25,000
Net cash provided by (used in) financing activities			307,489			4,191			12,368			—		324,048
Net increase (decrease) in cash			(31,942	)		—			12,368			—		(19,574	)
Beginning cash			32,962			—			—			—		32,962
Ending cash		$	1,020		$	—		$	12,368		$	—	$	13,388

F-41

CENTURY ALUMINUM COMPANY

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

(Unaudited)

	September 30,			December 31,
	2004			2003
ASSETS
Current Assets:
Cash and cash equivalents	$	76,474		$	28,204
Restricted cash		1,675			—
Accounts receivable – net		70,478			51,370
Due from affiliates		12,094			10,957
Inventories		102,652			89,360
Prepaid and other current assets		8,896			4,101
Deferred taxes – current portion		12,796			3,413
Total current assets		285,065			187,405
Property, plant and equipment – net		754,207			494,957
Intangible asset – net		89,891			99,136
Goodwill		107,259			—
Other assets		37,976			28,828
Total	$	1,274,398		$	810,326
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade	$	52,607		$	34,829
Due to affiliates		57,702			27,139
Accrued and other current liabilities		44,237			30,154
Accrued employee benefits costs — current portion		8,295			8,934
Current portion of long-term debt		5,945			—
Convertible senior notes		175,000			—
Industrial revenue bonds		7,815			7,815
Total current liabilities		351,601			108,871
Senior secured notes payable– net		9,874			322,310
Senior unsecured notes payable		250,000			—
Nordural debt		77,425			—
Notes payable – affiliates		—			14,000
Accrued pension benefits costs – less current portion		12,003			10,764
Accrued postretirement benefits costs — less current portion		84,871			78,218
Other liabilities		34,879			33,372
Due to affiliates – less current portion		9,978			—
Deferred taxes		57,610			55,094
Total noncurrent liabilities		536,640			513,758
Contingencies and Commitments (See Note 7)
Shareholders’ equity:
Convertible preferred stock (8.0% cumulative, 0 and 500,000 shares outstanding at September 30, 2004 and December 31, 2003, respectively)		—			25,000
Common stock (one cent par value, 50,000,000 shares authorized; 31,986,798 and 21,130,839 shares outstanding at September 30, 2004 and December 31, 2003)		320			211
Additional paid-in capital		414,642			173,138
Accumulated other comprehensive loss		(27,103	)		(5,222	)
Accumulated deficit		(1,702	)		(5,430	)
Total shareholders’ equity		386,157			187,697
Total	$	1,274,398		$	810,326

See notes to consolidated financial statements

F-42

CENTURY ALUMINUM COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2004			2003			2004			2003
NET SALES:
Third-party customers	$	231,502		$	170,086		$	649,278		$	487,287
Related parties		42,815			31,402			120,866			89,377
		274,317			201,488			770,144			576,664
Cost of goods sold		230,948			191,448			644,535			551,142
Gross profit		43,369			10,040			125,609			25,522
Selling, general and administrative expenses		7,567			3,929			16,966			12,150
Operating income		35,802			6,111			108,643			13,372
Interest expense – third party		(10,657	)		(10,341	)		(32,496	)		(30,894	)
Interest expense – related party		—			(1,000	)		(380	)		(2,000	)
Interest income		517			83			848			278
Net gain (loss) on forward contracts		(3,149	)		(3,481	)		(17,146	)		38,423
Loss on early extinguishment of debt		(47,448	)		—			(47,448	)		—
Other expense		(4	)		(10	)		(609	)		(510	)
Income (loss) before income taxes, minority interest and cumulative effect of change in accounting principle		(24,939	)		(8,638	)		11,412			18,669
Income tax (expense) benefit		8,890			3,271			(4,373	)		(6,556	)
Income (loss) before minority interest and cumulative effect of change in accounting principle		(16,049	)		(5,367	)		7,039			12,113
Minority interest		—			—			—			986
Income (loss) before cumulative effect of change in accounting principle		(16,049	)		(5,367	)		7,039			13,099
Cumulative effect of change in accounting principle, net of tax benefit of $3,430		—			—			—			(5,878	)
Net income (loss)		(16,049	)		(5,367	)		7,039			7,221
Preferred dividends		—			(500	)		(769	)		(1,500	)
Net income (loss) applicable to common shareholders	$	(16,049	)	$	(5,867	)	$	6,270		$	5,721
EARNINGS (LOSS) PER COMMON SHARE:
Basic:
Income (loss) before cumulative effect of change in accounting principle	$	(0.51	)	$	(0.28	)	$	0.23		$	0.55
Cumulative effect of change in accounting principle	$	—		$	—		$	—		$	(0.28	)
Net income (loss)	$	(0.51	)	$	(0.28	)	$	0.23		$	0.27
Diluted:
Income (loss) before cumulative effect of change in accounting principle	$	(0.51	)	$	(0.28	)	$	0.23		$	0.55
Cumulative effect of change in accounting principle	$	—		$	—		$	—		$	(0.28	)
Net income (loss)	$	(0.51	)	$	(0.28	)	$	0.23		$	0.27
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		31,754			21,070			27,542			21,070
Diluted		31,754			21,070			27,659			21,074

See notes to consolidated financial statements

F-43

CENTURY ALUMINUM COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

	Nine months ended
	September 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,039		$	7,221
Adjustments to reconcile net income to net cash provided by operating activities:
Unrealized net loss (gain) on forward contracts		4,712			(6,974	)
Depreciation and amortization		36,889			38,403
Deferred income taxes		(3,965	)		3,125
Pension and other postretirement benefits		7,253			7,592
Inventory market adjustment		(2,273	)		(1,617	)
Loss on disposal of assets		719			841
Minority interest		—			(986	)
Cumulative effect of change in accounting principle		—			9,308
Non-cash loss on early extinguishment of debt		9,659			—
Changes in operating assets and liabilities:
Accounts receivable – net		(10,342	)		(7,170	)
Due from affiliates		(1,346	)		(866	)
Inventories		966			4,512
Prepaids and other current assets		(1,276	)		(1,046	)
Accounts payable, trade		7,730			101
Due to affiliates		4,606			3,897
Accrued and other current liabilities		7,850			11,392
Other – net		3,643			10,309
Net cash provided by operating activities		71,864			78,042
CASH FLOWS FROM INVESTING ACTIVITIES:
Nordural expansion		(17,482	)		—
Purchase of other property, plant and equipment		(8,832	)		(12,389	)
Acquisitions, net of cash acquired		(184,869	)		(59,837	)
Net cash used in investing activities		(211,183	)		(72,226	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings		425,569			—
Repayment of debt – third party		(422,846	)		—
Repayment of debt – related party		(14,000	)		—
Financing fees		(12,805	)		(297	)
Dividends		(3,311	)		(11	)
Issuance of common stock		214,982			3
Net cash provided by (used in) financing activities		187,589			(305	)
NET INCREASE IN CASH		48,270			5,511
CASH, BEGINNING OF PERIOD		28,204			45,092
CASH, END OF PERIOD	$	76,474		$	50,603

See notes to consolidated financial statements

F-44

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine month periods ended September 30, 2004 and 2003
(Dollars in thousands except share and per share amounts)
(Unaudited)

1. General

     The accompanying unaudited interim consolidated financial statements of Century Aluminum Company (the “Company” or “Century”) should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003. In management’s opinion, the unaudited interim consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for the first nine months of 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. Certain reclassifications of 2003 information were made to conform to the 2004 presentation.

2. Acquisitions

Nordural Acquisition

     On April 27, 2004, the Company completed the acquisition of Nordural hf (“Nordural”) from Columbia Ventures Corporation (“CVC”), a privately-owned investment company headquartered in Vancouver, Washington. Nordural hf is an Icelandic company that owns and operates the Nordural facility, a primary aluminum reduction facility located in Grundartangi, Iceland, approximately 25 miles north of Reykjavik, Iceland’s capital. The results of operations of Nordural are included in the Company’s Statement of Operations beginning April 28, 2004.

     The Nordural acquisition is a significant step forward in achieving the Company’s strategic goals of reducing its average cost to produce aluminum and geographically diversifying its asset base. The Nordural facility, built in 1998, is the Company’s most recently constructed and lowest operating cost facility. The Company is expanding the Nordural facility to increase its annual production capacity to 467 million pounds, or more than double its current production capacity.

     The Company accounted for the acquisition as a purchase using the accounting standards established in Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The Company recognized $107,259 of Goodwill in the transaction.

     The purchase price for Nordural was $195,346, allocated as follows:

Allocation of Purchase Price:
Current assets	$	41,322
Property, plant and equipment		261,871
Goodwill		107,259
Current liabilities		(26,144	)
Long-term debt		(177,132	)
Other non-current liabilities		(11,830	)
Total purchase price	$	195,346

     The appraisal, upon which portions of the purchase allocation will be based, is not yet complete and additional adjustments to the purchase price allocation may still be required. Century used a portion of the proceeds from a registered equity offering to finance the acquisition (see Note 18 – Equity Offering).

F-45

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     The following tables represent the unaudited pro forma results of operations for the three and nine months ended September 30, 2004 and 2003 assuming the acquisition occurred on January 1, 2003. The unaudited pro forma amounts may not be indicative of the results that actually would have occurred if the transaction described above had been completed and in effect for the periods indicated.

	Three months ended						Nine months ended
	September 30,						September 30,
	2004			2003			2004		2003
Net sales	$	274,317		$	226,876		$	808,519	$	651,231
Net income (loss)		(16,049	)		(276	)		13,947		19,777
Net income (loss) available to common shareholders		(16,049	)		(776	)		13,178		18,277
Earnings (loss) per share:
Basic	$	(0.51	)	$	(0.03	)	$	0.43	$	0.61
Diluted	$	(0.51	)	$	(0.03	)	$	0.42	$	0.61

The Gramercy Acquisition

     On October 1, 2004, the Company, together with subsidiaries of Noranda, Inc. (“Noranda”), completed the joint purchase of the Gramercy, Louisiana aluminum refinery owned by Kaiser Aluminum and Chemical Corporation (“Kaiser”) and Kaiser’s 49% interest in a Jamaican bauxite mining partnership. The purchase price was $23.0 million, subject to working capital adjustments. The Company and Noranda each paid one-half of the purchase price. Kaiser sold these alumina and bauxite assets as part of its reorganization to emerge from Chapter 11 bankruptcy. The bauxite mining partnership supplies all of the bauxite used for the production of alumina at the Gramercy refinery and bauxite to a third party refinery in Texas. The Gramercy refinery chemically refines bauxite into alumina, the principal raw material in the production of primary aluminum. The Gramercy refinery began operations in 1959 and had extensive portions rebuilt and modernized in 2000. Gramercy has an annual production capacity of 1.2 million metric tons of alumina, approximately 80% of which is supplied to the Hawesville facility and to a primary aluminum production facility separately owned by Noranda. The Hawesville Facility purchases all of its alumina requirements from Gramercy. The Company intends to apply the equity method of accounting for the Gramercy acquisition.

     In October 2004, certain bauxite loading equipment used by the bauxite mining partnership at its St. Ann, Jamaica port facility failed, resulting in the interruption of bauxite shipments from the facility. The St. Ann port facility is used to ship bauxite to the Gramercy alumina facility and to other customers. The Company does not anticipate any interruption in aluminum production at the Hawesville facility as a result of the equipment failure at the St. Ann port facility.

F-46

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

3. Stock-Based Compensation

     The Company has elected not to adopt the recognition provisions for employee stock-based compensation as permitted in SFAS No. 123, “Accounting for Stock-Based Compensation.” As such, the Company accounts for stock based compensation in accordance with Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees.” No compensation cost has been recognized for the stock option portions of the plan because the exercise prices of the stock options granted were equal to the market value of the Company’s stock on the date of grant. Had compensation cost for the Stock Incentive Plan been determined using the fair value method provided under SFAS No. 123, the Company’s net income and earnings per share would have changed to the pro forma amounts indicated below:

		Three months ended						Nine months ended
		September 30,						September 30,
		2004			2003			2004			2003
Net income (loss) applicable to common shareholders	As Reported	$	(16,049	)	$	(5,867	)	$	6,270		$	5,721
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			360			119			1,406			317
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(464	)		(276	)		(1,643	)		(823	)
Pro forma net income (loss)		$	(16,153	)	$	(6,024	)	$	6,033		$	5,215
Basic earnings (loss) per share	As reported	$	(0.51	)	$	(0.28	)	$	0.23		$	0.27
	Pro forma	$	(0.51	)	$	(0.29	)	$	0.22		$	0.25
Diluted earnings (loss) per share	As reported	$	(0.51	)	$	(0.28	)	$	0.23		$	0.27
	Pro forma	$	(0.51	)	$	(0.29	)	$	0.22		$	0.25

4. Inventories

     Inventories consist of the following:

	September 30,		December 31,
	2004		2003
Raw materials	$	47,270	$	35,621
Work-in-process		16,341		15,868
Finished goods		10,053		14,920
Operating and other supplies		28,988		22,951
	$	102,652	$	89,360

     At September 30, 2004 and December 31, 2003, approximately 70% and 78% of the inventories, respectively, were valued at the lower of last-in, first-out (“LIFO”) cost or market. The excess of LIFO cost (or market, if lower) over FIFO cost was approximately $824 and $3,762 at September 30, 2004 and December 31, 2003, respectively. Inventories at Nordural are stated at lower of first in, first out (“FIFO”) cost or market. Operating and other supplies inventories at all facilities are based upon the average cost method.

F-47

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5. Intangible Asset

     The intangible asset consists of the power contract acquired in connection with the Company’s acquisition of an 80% interest in the Hawesville facility in April 2001. The contract value is being amortized over its term (ten years) using a method that results in annual amortization equal to the percentage of a given year’s expected gross annual benefit to the total as applied to the total recorded value of the power contract. In connection with the Company’s acquisition of the remaining 20% interest in the Hawesville facility from Glencore on April 1, 2003, the 20% portion of the power contract that was indirectly owned by Glencore was revalued in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” As a result, the gross carrying amount of the contract and the accumulated amortization, both related to the 20% portion of the contract indirectly owned by Glencore, were removed and the fair value of the 20% of the power contract acquired on April 1, 2003 was recorded. As of September 30, 2004, the gross carrying amount of the intangible asset was $153,592 with accumulated amortization of $63,701. For the three month periods ended September 30, 2004 and September 30, 2003, amortization expense for the intangible asset totaled $3,081 and $4,584, respectively. For the nine month periods ended September 30, 2004 and September 30, 2003, amortization expense for the intangible asset totaled $9,245 and $14,095, respectively. For the year ending December 31, 2004, the estimated aggregate amortization expense for the intangible asset will be approximately $12,326. The estimated aggregate amortization expense for the intangible asset for the following five years is as follows:

	For the year ending December 31,
	2005		2006		2007		2008		2009
Estimated Amortization Expense	$	14,162	$	12,695	$	13,617	$	14,669	$	15,717

     The intangible asset is reviewed for impairment in accordance with SFAS 142, “Goodwill and Other Intangible Assets,” whenever events or circumstances indicate that its net carrying amount may not be recoverable.

6. Debt

Secured First Mortgage Notes

     In August 2004, the Company completed a tender offer and consent solicitation for the Company’s 11.75% senior secured first mortgage notes due 2008 (the “Notes”). The principal purpose of the tender offer and consent solicitation was to refinance Century’s outstanding Notes with debt bearing a lower interest rate, thereby reducing the Company’s annual interest expense. On August 26, 2004, the Company purchased $315,055 in principal amount of Notes in the tender offer. Following the purchase, the Company has outstanding a principal amount of $9,945 of Notes. No principal payments are required until maturity. On of after April 15, 2005, the Company anticipates redeeming the balance of the Notes at 105.875% of the principal balance, plus accrued and unpaid interest. Holders received $1,096.86 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest. Holders who tendered their Notes by August 6, 2004, received a consent payment of $20.00 per $1,000 of principal amount of Notes resulting in a total consideration of $1,116.86 for each $1,000 principal amount of Notes purchased in the tender offer, plus accrued and unpaid interest up to but not including the date of payment.

     The Company financed the tender offer and consent solicitation with a portion of the proceeds from the private placement of its 7.5% Senior Unsecured Notes due 2014 (“Senior Unsecured Notes”) in the aggregate principal amount of $250,000 and 1.75% Senior Convertible Notes due 2024 (“Convertible Notes”) in the aggregate principal amount of $175,000. The sale of the Convertible Notes closed August 9, 2004 resulting in net proceeds to the Company of approximately $169,209. The sale of the Senior Unsecured Notes closed August 26, 2004 and resulted in net proceeds to the Company of approximately $243,238. The Company used the remaining proceeds from these offerings for general corporate purposes.

     The Company had unamortized discounts on the Notes of $71 and $2,690 at September 30, 2004 and December 31, 2003, respectively. In connection with the consent solicitation, the Company entered into a supplemental

F-48

     indenture that eliminated substantially all of the restrictive covenants and certain default provisions contained in the indenture governing the remaining Notes.

     In the third quarter of 2004, the Company recognized a loss on early extinguishment of debt of $47,448 related to the refinancing of the Notes. The loss was composed of the following:

Purchase price premium, less consent fee	$	30,516
Consent payments		6,301
Write-off of capitalized financing fees		7,373
Write-off of bond discount		2,286
Other tender costs		972
	$	47,448

Issuance of Convertible Senior Notes

     On August 9, 2004, the Company completed the sale of $175,000 aggregate principal amount of its Convertible Notes in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”).

     The Convertible Notes are convertible at any time at an initial conversion rate of 32.7430 shares of Century common stock per one thousand dollars of principal amount of Convertible Notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of Century common stock. Upon conversion of a Convertible Note, the holder of such Convertible Note shall receive cash equal to the principal amount of the Convertible Note and, at Century’s election, either cash, Century common stock, or a combination thereof, for the Convertible Notes’ conversion value in excess of such principal amount, if any. In addition, the Convertible Notes will be redeemable at Century’s option beginning on August 6, 2009, and the holders may require Century to repurchase all or part of their Convertible Notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019.

     The obligations of the Company pursuant to the Convertible Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing domestic restricted subsidiaries other than Century Aluminum of Kentucky, LLC.

     The Company has agreed to file and cause to become effective a shelf registration statement with the Securities and Exchange Commission for the resale of the Convertible Notes and any shares of common stock issuable upon the conversion of the Convertible Notes. If the shelf registration statement is not filed on or prior to the date that is 120 days after August 9, 2004 or is not declared effective on or prior to the date that is 210 days after August 9, 2004 (each, a “Registration Default”), the annual interest rate on the Convertible Notes will increase by 0.25% following such Registration Default not to exceed an aggregate of 0.50% per annum.

Private Placement of Senior Unsecured Notes

     On August 26, 2004, the Company completed the sale of $250,000 aggregate principal amount of its Senior Unsecured Notes in a private placement exempt from the registration requirements of the Act.

     The indenture governing the Senior Unsecured Notes contains customary covenants, including limitations on the Company’s ability to incur additional indebtedness, pay dividends, sell assets or stock of certain subsidiaries and purchase or redeem capital stock.

     The obligations of the Company pursuant to the Senior Unsecured Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing domestic restricted subsidiaries other than Century Aluminum of Kentucky, LLC.

     The Company has agreed to file and cause to become effective a registration statement to exchange the Senior Unsecured Notes for new notes in a transaction registered under the Act. The terms of the exchange notes will be substantially identical to the Senior Unsecured Notes, except that the exchange notes will not be subject to transfer restrictions. If the exchange offer is not consummated on or prior to the date that is 210 days after August 26, 2004, the annual interest rate on the Senior Unsecured Notes will increase by 0.5% from the 210th day until the exchange offer is consummated.

F-49

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Revolving Credit Facility

     Effective April 1, 2001, the Company entered into a $100,000 senior secured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks. The Revolving Credit Facility will mature on April 2, 2006. The Company’s obligations under the Revolving Credit Facility are unconditionally guaranteed by its domestic subsidiaries (other than Century Aluminum of Kentucky, LLC (the “LLC”) and certain subsidiaries formed in connection with the Nordural acquisition) and secured by a first priority security interest in all accounts receivable and inventory belonging to the Company and its subsidiary borrowers. The availability of funds under the Revolving Credit Facility is subject to a $30,000 reserve and limited by a specified borrowing base consisting of certain eligible accounts receivable and inventory. Borrowings under the Revolving Credit Facility are, at the Company’s option, at the LIBOR rate or the Fleet National Bank base rate plus, in each case, an applicable interest margin. The applicable interest margin ranges from 2.25% to 3.0% over the LIBOR rate and 0.75% to 1.5% over the base rate and is determined by certain financial measurements of the Company. There were no outstanding borrowings under the Revolving Credit Facility as of September 30, 2004 and December 31, 2003. Interest periods for LIBOR rate borrowings are one, two, three or six months, at the Company’s option. As of September 30, 2004, the Company had a borrowing base of $76,752 under the Revolving Credit Facility. The Company is subject to customary covenants, including limitations on capital expenditures, additional indebtedness, liens, guarantees, mergers and acquisitions, dividends, distributions, capital redemptions and investments.

Industrial Revenue Bonds

     Effective April 1, 2001, in connection with its acquisition of the Hawesville facility, the Company assumed industrial revenue bonds (the “IRBs”) in the aggregate principal amount of $7,815. From April 1, 2001 through April 1, 2003, Glencore assumed 20% of the liability related to the IRBs consistent with its ownership interest in the Hawesville facility during that period. The IRBs mature on April 1, 2028, and bear interest at a variable rate not to exceed 12% per annum determined weekly based on prevailing rates for similar bonds in the bond market, with interest paid quarterly. The IRBs are secured by a Glencore guaranteed letter of credit and the Company provides for the servicing costs for the letter of credit. The Company has agreed to reimburse Glencore for all costs arising from the letter of credit. The Company’s maximum potential amount of future payments under the reimbursement obligations for the Glencore letter of credit securing the IRBs would be $8,150. The interest rate on the IRBs at September 30, 2004 was 2.00%. The IRBs are classified as current liabilities because they are remarketed weekly and could be required to be repaid upon demand if there is a failed remarketing, as provided in the indenture governing the IRBs. The Company’s reimbursement obligations related to the Glencore letter of credit securing the IRBs are guaranteed by each of its material consolidated subsidiaries, except for the LLC (see Note 17 for a discussion of note guarantees), and secured by a first priority interest in the 20% interest in the Hawesville facility.

Glencore Note Payable

     On April 1, 2003, in connection with its acquisition of the remaining 20% interest in the Hawesville facility, the Company issued a six-year $40,000 promissory note payable to Glencore bearing interest at a rate of 10% per annum (the “Glencore Note”). In April 2004, the Company paid the remaining $14,000 of principal on the Glencore Note, which consisted of a $2,000 required principal payment and an optional $12,000 prepayment of principal.

Term Loan Facility – Nordural

     As of September 30, 2004, Nordural had approximately $83,370 of debt, principally consisting of a senior term loan facility maturing December 31, 2009. In September 2004, the Company repaid $100,000 of the loan facility with available cash resulting in an outstanding balance under the loan facility of $71,384 at September 30, 2004. Amounts borrowed under Nordural’s loan facility generally bear interest at the applicable LIBOR rate plus a margin of 1.45% per year, plus an applicable percentage to cover certain lender compliance costs.

     Nordural’s obligations under the loan facility are secured by the stock of Nordural and substantially all of Nordural’s assets. Amounts outstanding under the loan facility are payable semiannually in installments through

F-50

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2009. The amount of each installment is based on a scheduled rate that fluctuates between 2.91% and 3.75% of outstanding principal, with a final installment of 59.9% due on December 31, 2009.. Nordural may voluntarily prepay all or part of the loan facility without penalty provided it gives five business days’ notice, subject to a minimum payment threshold. The agreement provides for mandatory prepayment upon the receipt of proceeds from certain asset sales, events impairing the value of assets and insurance recoveries. If the price of aluminum falls below designated levels for six months prior to a payment date and the debt coverage ratio is less than one to one, the loan facility provides for deferral of principal payments. Principal payments are increased if certain debt coverage ratios are exceeded and/or the price of aluminum exceeds designated levels.

     Nordural’s loan facility contains customary covenants, including limitations on additional indebtedness, security interests, investments, asset sales, loans, guarantees, capital expenditures, mergers and acquisitions, amendments to various agreements used in the operation of the Nordural facility, hedging agreements, distributions and share capital redemptions.

Nordural Refinancing and Expansion Financing

     The Company has agreed to terms on a five year $310,000 senior term loan facility with a syndicate of banks led by Landsbanki Islands hf. and Kaupthing Bank hf., subject to customary closing conditions including the negotiation and execution of definitive agreements. Amounts borrowed will be used to pay debt currently outstanding at Nordural and to finance a portion of the costs associated with the ongoing expansion of the Nordural facility. The term loan facility can be extended by an additional seven years on the satisfaction of certain conditions.

7. Contingencies and Commitments

Environmental Contingencies

     The Company believes its current environmental liabilities do not have, and are not likely to have, a material adverse effect on the Company’s financial condition, results of operations or liquidity. However, there can be no assurance that future requirements at currently or formerly owned or operated properties will not result in liabilities which may have a material adverse effect.

     Century Aluminum of West Virginia, Inc. (“Century of West Virginia”) continues to perform remedial measures at its Ravenswood facility pursuant to an order issued by the Environmental Protection Agency (“EPA”) in 1994 (the “3008(h) Order”). Century of West Virginia also conducted a RCRA facility investigation (“RFI”) under the 3008(h) Order evaluating other areas at the Ravenswood facility that may have contamination requiring remediation. The RFI has been approved by appropriate agencies. Century of West Virginia has completed interim remediation measures at two sites identified in the RFI, and the Company believes no further remediation will be required. A Corrective Measures Study, which will formally document the conclusion of these activities, is being completed with EPA. The Company believes a significant portion of the contamination on the two sites identified in the RFI is attributable to the operations of Kaiser, which had previously owned and operated the Ravenswood facility, and is the financial responsibility of Kaiser.

     On September 28, 2004, the Bankruptcy Court for the District of Delaware approved an agreement by Kaiser to transfer its environmental liability at Ravenswood to TRC Companies, Inc., and TRC Environmental Corporation (collectively “TRC”). The Bankruptcy Court also approved an agreement between, Kaiser, TRC, Century of West Virginia and Pechiney Rolled Products, Inc. (“Pechiney”), effective as of September 1, 2004, pursuant to which TRC assumed all of Kaiser’s environmental liabilities at Ravenswood. TRC also purchased insurance in amounts the Company believes are sufficient to cover the costs of any TRC liability at Ravenswood. Also, as of September 1, 2004, Century of West Virginia and Pechiney entered into an agreement releasing Century of West Virginia from all of the environmental indemnification obligations for Kaiser-related matters arising out of the Century of West Virginia’s 1999 sale of the Ravenswood rolling mill to Pechiney.

F-51

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     Under the Company’s agreement with Southwire Company to purchase the Hawesville, Kentucky facility, Southwire indemnified the Company against all on-site environmental liabilities known to exist prior to April 1, 2001 (the “Closing”) and against risks associated with off-site hazardous material disposals which pre-dated the Closing.

     Prior to the Closing, the EPA had issued a final Record of Decision (“ROD”), under the Comprehensive Environmental Response, Compensation and Liability Act, directing that certain response actions be taken at the Hawesville facility. Under its agreement with Century, Southwire agreed to perform all obligations under the ROD. The total costs for the obligations to be undertaken and paid for by Southwire relative to these liabilities are estimated under the ROD to be $12,600, and the forecast of annual operating and maintenance costs is $1,200. Century Kentucky, LLC (“Century Kentucky”) will operate and maintain the ground water treatment system required under the ROD on behalf of Southwire, and Southwire will reimburse Century Kentucky for any expense that exceeds $400 annually.

     If any on-site environmental liabilities become known prior to March 31, 2007 that were not known to exist at Closing but which arose from pre-Closing activities at the Hawesville facility, the Company will share the costs of remedial action with Southwire pro rata depending on the year the liability is identified. The Company will be responsible for any such liabilities which first become known on or after March 31, 2007. The Company also will be responsible for any post-Closing environmental liabilities which result from a change in laws.

     The Company acquired the Hawesville facility by purchasing all of the outstanding equity securities of Metalsco Ltd. (“Metalsco”), which was a wholly owned subsidiary of Southwire. Metalsco previously owned certain assets unrelated to the Hawesville plant’s operations (“Unwanted Assets”). All Unwanted Assets owned by Metalsco were distributed to Southwire prior to the Closing, and Southwire indemnified the Company for all liabilities related to the Unwanted Assets. Southwire also retained ownership of and full responsibility for certain land adjacent to the Hawesville facility containing potliner disposal areas.

     Southwire has secured its indemnity obligations to the Company for environmental liabilities through April 1, 2008 by posting a letter of credit in the Company’s favor in the amount of $14,000. Southwire is obligated to post an additional $15,000 if its net worth drops below a pre-determined level prior to April 1, 2008. The amount of security Southwire provides may increase (but not above $14,500 or $29,500, as applicable) or decrease (but not below $3,000) if certain specified conditions are met.

     The Company cannot be certain Southwire will be able to meet its indemnity obligations. In that event, under certain environmental laws which impose liability regardless of fault, the Company may be liable for any outstanding remedial measures required under the ROD and for certain liabilities related to the unwanted properties. If Southwire fails to meet its indemnity obligations or if the Company’s shared or assumed liability is significantly greater than anticipated, the Company’s financial condition, results of operations and liquidity could be materially adversely affected.

F-52

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     Century is a party to an EPA Administrative Order on Consent (the “Order”) pursuant to which other past and present owners of an alumina refining facility at St. Croix, Virgin Islands have agreed to carry out a Hydrocarbon Recovery Plan to remove and manage hydrocarbons floating on groundwater underlying the facility. Pursuant to the Hydrocarbon Recovery Plan, recovered hydrocarbons and groundwater are delivered to the adjacent petroleum refinery where they are received and managed. Lockheed Martin Corporation (“Lockheed”), which sold the facility to one of the Company’s affiliates, Virgin Islands Alumina Corporation (“Vialco”), in 1989, has tendered indemnity and defense of this matter to Vialco pursuant to terms of the Lockheed–Vialco Asset Purchase Agreement. Management does not believe Vialco’s liability under the Order or its indemnity to Lockheed will require material payments. Through September 30, 2004, the Company has expended approximately $440 on the Recovery Plan. Although there is no limit on the obligation to make indemnification payments, the Company expects the future potential payments under this indemnification will be approximately $200 which may be offset in part by sales of recoverable hydrocarbons.

     The Company, along with others, including former owners of its former St. Croix facility, received notice of a threatened lawsuit alleging natural resource damages involving the subsurface contamination at the facility. Century has entered into a Joint Defense Agreement with the other parties who received notification of the threatened lawsuit. While it is not presently possible to determine the outcome of this matter, the Company’s known liabilities with respect to this and other matters relating to compliance and cleanup, based on current information, are not expected to be material and should not materially adversely affect the Company’s operating results. However, if more stringent compliance or cleanup standards under environmental laws or regulations are imposed, previously unknown environmental conditions or damages to natural resources are discovered, or if contributions from other responsible parties with respect to sites for which the Company has cleanup responsibilities are not available, the Company may be subject to additional liability, which may be material.

     Nordural is subject to various Icelandic and other environmental laws and regulations. These laws and regulations are subject to change, which changes could result in increased costs. Operating in a foreign country exposes the Company to political, regulatory, currency and other related risks. The Nordural facility, built in 1998, uses technology currently defined to be “best available technology” under the European Union’s Integrated Pollution Prevention and Control Directive of 1996, or IPPC. The operational restrictions for the Nordural facility, as determined by the Icelandic Minister for the Environment, are set forth in the facility’s operating license. The license currently allows for both the facility’s current and planned expansion capacity.

     On October 1, 2004, Century and Noranda Finance, Inc. (“Noranda”) jointly acquired the assets of the Gramercy Alumina plant located near Gramercy, Louisiana, from Kaiser with Bankruptcy Court approval. Prior to closing, Century and Noranda performed a pre-purchase due diligence investigation of the environmental conditions present at the Gramercy facility. The results of this investigation were submitted to state regulatory officials. In addition, as part of this submittal Century and Noranda agreed to undertake certain specified remedial activities at the Gramercy plant. As a result of this submittal, state environmental officials have confirmed that Century and Noranda met the conditions for Bona Fide Prospective Purchaser protections against liability for pre-existing environmental conditions at the facility. Accordingly, Century does not believe it faces any contingent environmental liabilities of a material nature resulting from its purchase of the Gramercy facility.

     In conjunction with the purchase of the Gramercy facility, Century and Noranda jointly purchased Kaiser’s 49% interest in Kaiser-Jamaica Bauxite Company (“KJBC”), a partnership located in Jamaica and 51% owned by the Jamaican government. Now reconstituted as St. Ann Jamaican Bauxite Partnership (“SAJBP”), the entity carries out bauxite mining, drying, storage and shipping operations. Century and Noranda performed a pre-purchase due diligence investigation of the KJBC operations which disclosed no significant environmental liabilities or regulatory non-compliance. While it is impossible to predict what future environmental requirements might be, Century does not believe that the acquisition of KJBC presents the Company with any material environmental liabilities.

F-53

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     It is the Company’s policy to accrue for costs associated with environmental assessments and remedial efforts when it becomes probable that a liability has been incurred and the costs can be reasonably estimated. The aggregate environmental related accrued liabilities were $775 and $694 at September 30, 2004 and December 31, 2003, respectively. All accrued amounts have been recorded without giving effect to any possible future recoveries. With respect to ongoing environmental compliance costs, including maintenance and monitoring, such costs are expensed as incurred.

     Because of the issues and uncertainties described above, and the Company’s inability to predict the requirements of the future environmental laws, there can be no assurance that future capital expenditures and costs for environmental compliance will not have a material adverse effect on the Company’s future financial condition, results of operations, or liquidity. Based upon all available information, management does not believe that the outcome of these environmental matters, or environmental matters concerning Mt. Holly, will have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

Legal Contingencies

     Prior to the Kaiser bankruptcy, Century was a named defendant, along with Kaiser and many other companies, in civil actions brought by employees of third party contractors who alleged asbestos-related diseases arising out of exposure at facilities where they worked, including Ravenswood. All of those actions relating to the Ravenswood facility have been dismissed or resolved with respect to the Company and as to Kaiser. Only 14 plaintiffs were able to show they had been on the Ravenswood premises during the period the Company owned the plant, and the parties have agreed to settle all of those claims for non-material amounts. The Company is awaiting receipt of final documentation of those settlements and the entry of dismissal orders. The Company does not expect the Kaiser bankruptcy will have any effect on the settlements reached on those asbestos claims. Since the Kaiser bankruptcy, the Company has been named in additional civil actions based on similar allegations with unspecified monetary claims against Century, 75 of which remain outstanding. To the best of the Company’s knowledge, of the remaining civil actions, only two of the claimants were in the Ravenswood facility during the Company’s ownership, and both were employees of Kaiser or Century.

     The Company has pending against it or may be subject to various other lawsuits, claims and proceedings related primarily to employment, commercial, environmental and safety and health matters. Although it is not presently possible to determine the outcome of these matters, management believes their ultimate disposition will not have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.

Power Commitments

     The Hawesville facility currently purchases all of its power from Kenergy Corporation (“Kenergy”), a local retail electric cooperative, under a power supply contract that expires at the end of 2010. Kenergy acquires the power it provides to the Hawesville facility mostly from a subsidiary of LG&E Energy Corporation (“LG&E”), with delivery guaranteed by LG&E. The Hawesville facility currently purchases all of its power from Kenergy at fixed prices. Approximately 121 MW or 27% of the Hawesville facility’s power requirements are unpriced in calendar years 2006 through 2010. The Company will negotiate the price for the unpriced portion of the contract at such times as the Company and Kenergy deem appropriate.

     The Company purchases all of the electricity requirements for the Ravenswood facility from Ohio Power Company, a unit of American Electric Power Company, under a fixed price power supply agreement that runs through December 31, 2005.

     The Mt. Holly facility purchases all of its power from the South Carolina Public Service Authority (“Santee Cooper”) at rates established by published schedules. The Mt. Holly facility’s current power contract expires December 31, 2015. Power delivered through 2010 will be priced as set forth in currently published schedules, subject to adjustments for fuel costs. Rates for the period 2011 through 2015 will be as provided under then-applicable schedules.

F-54

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     The Nordural facility purchases power from Landsvirkjun, a power company jointly owned by the Republic of Iceland and two Icelandic municipal governments, under a contract due to expire in 2019. The power delivered to the Nordural facility under its current contract is from hydroelectric and geothermal sources, both competitively-priced and renewable sources of power in Iceland, at a rate based on the London Metal Exchange (“LME”) price for primary aluminum. In connection with the planned expansion, Nordural has entered into a power contract with Orkuveita Reykjavikur (“OR”) and Hitaveita Sudurnesja hf (“HS”) for the supply of the additional power required for the expansion capacity. Power under this agreement will be generated from geothermal resources and prices will be LME-based. By the terms of a Second Amendment to the Landsvirkjun/Nordural Power Contract, dated as of April 21, 2004, Landsvirkjun has agreed on a best commercial efforts basis to provide backup power to Nordural should OR or HS be unable to meet the obligations of their contract to provide power for the Nordural expansion.

     The Company may suffer losses due to a temporary or prolonged interruption of the supply of electrical power to its facilities, which can be caused by unusually high demand, blackouts, equipment failure, natural disasters or other catastrophic events. The Company uses large amounts of electricity to produce primary aluminum, and any loss of power which causes an equipment shutdown can result in the hardening or “freezing” of molten aluminum in the pots where it is produced. If this occurs, the Company may experience significant losses if the pots are damaged and require repair or replacement, a process that could limit or shut down production operations for a prolonged period of time. Although the Company maintains property and business interruption insurance to mitigate losses resulting from catastrophic events, the Company may still be required to pay significant amounts under the deductible provisions of those insurance policies. Century’s coverage may not be sufficient to cover all losses, or certain events may not be covered. For example, certain of Century’s insurance policies do not cover any losses the Company may incur if its suppliers are unable to provide the Company with power during periods of unusually high demand. Certain material losses which are not covered by insurance may trigger a default under the Company’s Revolving Credit Facility. No assurance can be given that a material shutdown will not occur in the future or that such a shutdown would not have a material adverse effect on the Company.

Labor Commitments

     Approximately 80% of the Company’s U.S. based workforce are represented by the United Steelworker’s of America (the “USWA”) and are working under agreements that expire as follows: March 31, 2006 (Hawesville) and May 31, 2006 (Ravenswood).

     There are six labor unions representing Nordural’s work force. The current contract with these unions expires on December 31, 2004. The terms of a new contract are currently being negotiated.

Other Commitments and Contingencies

     The Company may be required to make post-closing payments to Southwire up to an aggregate maximum of $7,000 if the price of primary aluminum on the LME exceeds specified levels during the seven years following closing of the Hawesville Acquisition in April 2001. No post-closing payments were made to Southwire through September 30, 2004; however, if LME prices remain at or above current levels, Southwire would be entitled to receive the entire $7,000 in 2005.

8. Forward Delivery Contracts and Financial Instruments

     As a producer of primary aluminum products, the Company is exposed to fluctuating raw material and primary aluminum prices. The Company routinely enters into fixed and market priced contracts for the sale of primary aluminum and the purchase of raw materials in future periods.

F-55

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Alumina Tolling

     Nordural is party to a long-term alumina tolling contract with a subsidiary of BHP Billiton (the “Tolling Agreement”) which is due to expire December 31, 2013. Under this contract, which is for all of the Nordural facility’s existing production capacity, Nordural receives an LME-based fee for the conversion of alumina, supplied by BHP Billiton, into primary aluminum. The contract includes customary termination provisions upon a force majeure event or material breach that could result in early termination. On August 1, 2004, the Company entered into a ten-year alumina toll conversion agreement with Glencore for Nordural’s expansion capacity. That contract also provides Nordural with an LME-based fee. The contract is effective in mid-2006.

Primary Aluminum Sales Agreements

     Century has a contract with Pechiney (the “Pechiney Metal Agreement”) under which Pechiney purchases 23 to 27 million pounds, per month, of molten aluminum produced at the Ravenswood facility through December 31, 2005, at a price determined by reference to the U.S. Midwest Market Price. This contract will be automatically extended through July 31, 2007 provided that the Company’s power contract for the Ravenswood facility is extended or replaced through that date. Pechiney has the right, upon twelve months notice, to reduce its purchase obligations by 50% under this contract. In December 2003, Alcan Inc. (“Alcan”) completed an acquisition of Pechiney.

     The Pechiney rolling mill that purchases primary aluminum from the Company under this contract is located adjacent to the Ravenswood facility, which allows the Company to deliver molten aluminum, thereby reducing its casting and shipping costs. If Alcan materially reduces its purchases or fails to renew the contract when it expires, the Company’s casting, shipping and marketing costs at the Ravenswood facility would increase.

     On April 1, 2000, the Company entered into an agreement with Glencore, expiring December 31, 2009, to sell and deliver monthly, primary aluminum totaling approximately 110 million pounds per year at a fixed price for the years 2002 through 2009 (the “Original Sales Contract”). In January 2003, Century and Glencore agreed to terminate and settle the Original Sales Contract for the years 2005 through 2009. At that time, the parties entered into a new contract (the “New Sales Contract”) that requires Century to deliver the same quantity of primary aluminum as did the Original Sales Contract for these years. The New Sales Contract provides for variable pricing determined by reference to the LME for the years 2005 through 2009. For deliveries through 2004, the price of primary aluminum delivered will remain fixed.

     Prior to the January 2003 agreement to terminate and settle the years 2005 though 2009 of the Original Sales Contract, the Company had been classifying and accounting for it as a normal sales contract under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” A contract that is so designated and that meets other conditions established by SFAS No. 133 is exempt from the requirements of SFAS No. 133, although by its terms the contract would otherwise be accounted for as a derivative instrument. Accordingly, prior to January 2003, the Original Sales Contract was recorded on an accrual basis of accounting and changes in the fair value of the Original Sales Contract were not recognized.

     According to SFAS No. 133, it must be probable that at inception and throughout its term, a contract classified as “normal” will not result in a net settlement and will result in physical delivery. In April 2003, the Company and Glencore net settled a significant portion of the Original Sales Contract, and it no longer qualified for the “normal” exception of SFAS No. 133. The Company marked the Original Sales Contract to current fair value in its entirety. Accordingly, in the first quarter of 2003 the Company recorded a derivative asset and a pre-tax gain of $41,700. Of the total recorded gain, $26,100 related to the favorable terms of the Original Sales Contract for the years 2005 through 2009, and $15,600 relates to the favorable terms of the Original Sales Contract for 2003 through 2004.

F-56

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     The Company determined the fair value by estimating the excess of the contractual cash flows of the Original Sales Contract (using contractual prices and quantities) above the estimated cash flows of a contract based on identical quantities using LME-quoted prevailing forward market prices for aluminum plus an estimated U.S. Midwest premium adjusted for delivery considerations. The Company discounted the excess estimated cash flows to present value using a discount rate of 7%.

     On April 1, 2003, the Company received $35,500 from Glencore, $26,100 of which related to the settlement of the Original Sales Contract for the years 2005 through 2009, and $9,400 of which represented the fair value of the New Sales Contracts discussed below. In January 2003, the Company began accounting for the unsettled portion of the Original Sales Contract (years 2003 and 2004) as a derivative and recognizing period-to-period changes in fair value in current income. The Company also accounts for the New Sales Contract as a derivative instrument under SFAS No. 133. The Company has not designated the New Sales Contract as “normal” because it replaces and substitutes for a significant portion of the Original Sales Contract which, after January 2003, no longer qualified for this designation. The $9,400 initial fair value of the New Sales Contract is a derivative liability and represents the present value of the contract’s favorable term to Glencore in that the New Sales Contract excludes from its variable price an estimated U.S. Midwest premium, adjusted for delivery considerations. Because the New Sales Contract is variably priced, the Company does not expect significant variability in its fair value, other than changes that might result from the absence of the U.S. Midwest premium.

     In connection with the acquisition of the Hawesville facility in April 2001, the Company entered into a 10-year contract with Southwire (the “Southwire Metal Agreement”) to supply 240 million pounds of high-purity molten aluminum annually to Southwire’s wire and cable manufacturing facility located adjacent to the Hawesville facility. Under this contract, Southwire will also purchase 60.0 million pounds of standard grade molten aluminum each year for the first five years of the contract, with an option to purchase an equal amount in each of the remaining five years. Southwire has exercised this option through 2008. Prior to the acquisition of the 20% interest in the Hawesville facility on April 1, 2003, the Company and Glencore were each responsible for providing a pro rata portion of the aluminum supplied to Southwire under this contract. In connection with the Company’s acquisition of the 20% interest in the Hawesville facility, the Company assumed Glencore’s delivery obligations under the Southwire Metal Agreement. The price for the molten aluminum to be delivered to Southwire from the Hawesville facility is variable and will be determined by reference to the U.S. Midwest Market Price. This agreement expires on March 31, 2011, and will automatically renew for additional five-year terms, unless either party provides 12 months notice that it has elected not to renew.

     In connection with the acquisition of the 20% interest in the Hawesville facility, the Company entered into a ten-year contract with Glencore (the “Glencore Metal Agreement”) from 2004 through 2013 under which Glencore will purchase approximately 45 million pounds per year of primary aluminum produced at the Ravenswood and Mt. Holly facilities, at prices based on then-current market prices, adjusted by a negotiated U.S. Midwest premium with a cap and a floor as applied to the current U.S. Midwest premium.

     Apart from the Pechiney Metal Agreement, the Glencore Metal Agreement, Original Sales Contract, New Sales Contract and Southwire Metal Agreement, the Company had forward delivery contracts to sell 194.3 million pounds and 351.8 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, the Company had fixed price commitments to sell 12.8 million pounds and 70.5 million pounds of primary aluminum at September 30, 2004 and December 31, 2003, respectively. Of these forward delivery contracts, 5.6 million pounds and 53.5 million pounds at September 30, 2004 and December 31, 2003, respectively, were with Glencore.

F-57

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Alumina Purchase Agreements

     The Company is party to long-term supply agreements with Glencore for the supply of alumina to the Company’s Ravenswood and Mt. Holly facilities that extend through December 2006 and January 2008 at prices indexed to the price of primary aluminum quoted on the LME.

     Prior to October 1, 2004, the Company purchased the alumina used at its Hawesville facility from Kaiser under a long term agreement that ran through December 2006. Kaiser filed for bankruptcy under Chapter 11 of the Bankruptcy Code in February 2002. Subsequent to that date, and with bankruptcy court approval, Kaiser agreed to assume the Company’s alumina supply agreement and a new alumina supply agreement for the Company’s Hawesville facility for the years 2006 through 2008. Through September 30, 2004, Kaiser continued to supply alumina to the Company pursuant to the terms of its agreement.

     On October 1, 2004, the Company and Noranda, Inc. jointly acquired the Gramercy alumina refinery and related Jamaican bauxite mining assets from Kaiser for $23,000, subject to closing adjustments. Century and Noranda each paid one-half, or $11,500, of the purchase price.

     The price the Company pays for alumina used by the Hawesville facility is now based on the cost of alumina production, rather than the LME price for primary aluminum. Those production costs may be materially higher than an LME-based price. The impact of the Gramercy acquisition to the Company’s cost of goods sold may not be materially different than under the Company’s existing LME-based contracts with Gramercy in periods of high aluminum prices such as the Company is currently experiencing. However, the Company believes that the price of alumina based on production costs at Gramercy could be materially higher than under the LME-based contract price in periods when aluminum prices are low and natural gas prices are high.

Anode Purchase Agreement

     Nordural has a contract for the supply of anodes for its existing capacity which expires in 2013. Pricing for the anode contract is variable and is indexed to the raw material market for petroleum coke products, certain labor rates, and maintenance cost indices.

Financial Sales and Purchase Agreements

     To mitigate the volatility in its unpriced forward delivery contracts, the Company enters into fixed price financial sales contracts, which settle in cash in the period corresponding to the intended delivery dates of the forward delivery contracts. Certain of these fixed price financial sales contracts are accounted for as cash flow hedges depending on the Company’s designation of each contract at its inception.

F-58

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fixed Price Financial Sales Contracts at September 30, 2004:

	(Millions of pounds)
	2004		2005		2006		2007		Total
Aluminum		33.1		425.7		86.5		4.4		549.7

     At September 30, 2004 and December 31, 2003, the Company had fixed price financial sales contracts with Glencore for 549.7 million pounds and 102.9 million pounds, respectively, of which 538.7 million pounds and 58.8 million pounds, respectively, were designated as cash flow hedges. These financial instruments are scheduled for settlement at various dates through 2007. The Company had no fixed price financial purchase contracts to purchase aluminum at September 30, 2004 or December 31, 2003. Additionally, to mitigate the volatility of the natural gas markets, the Company enters into fixed price financial purchase contracts, accounted for as cash flow hedges, which settle in cash in the period corresponding to the intended usage of natural gas.

Fixed Price Financial Purchase Contracts at September 30, 2004:

	(Thousands of DTH)
	2004		2005		2006		2007		2008		Total
Natural Gas		420		1,280		480		480		480		3,140

     At September 30, 2004 and December 31, 2003, the Company had financial purchase contracts for 3.1 million and 2.7 million DTH (one decatherm is equivalent to one million British Thermal Units), respectively. These financial instruments are scheduled for settlement at various dates through 2008.

     Based on the fair value of the Company’s fixed price financial sales contracts and financial purchase contracts as of September 30, 2004, accumulated other comprehensive loss of $17,599 is expected to be reclassified as a reduction to earnings over the next twelve month period.

     The forward financial sales and purchase contracts are subject to the risk of non-performance by the counterparties. However, the Company only enters into forward financial contracts with counterparties it determines to be creditworthy. If any counterparty failed to perform according to the terms of the contract, the accounting impact would be limited to the difference between the nominal value of the contract and the market value on the date of settlement.

9. Supplemental Cash Flow Information

     In the nine months ended September 30, 2004, the Company had two significant non-cash equity transactions. In April 2004, the Company issued approximately 67,000 shares of common stock to satisfy a performance share liability of $1,630 to certain employees of the Company. Additionally, in May 2004, Glencore exercised its option to convert its shares of cumulative convertible preferred stock. The Company issued 1,395,089 shares of common stock in exchange for Glencore’s $25,000 of preferred stock, see Note 14.

F-59

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Nine months ended
	September 30,
	2004		2003
Cash paid for:
Interest	$	36,152	$	19,169
Income tax		198		—
Cash received for:
Interest		843		278
Income tax refunds		135		—
Seller financing related to the acquisition of the 20% interest in the Hawesville facility		—		40,000

10. Asset Retirement Obligations

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This Statement establishes standards for accounting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company adopted the Standard during the first quarter of 2003. SFAS 143 requires that the Company record the fair value of a legal liability for an asset retirement obligation (“ARO”) in the period in which it is incurred and capitalize the ARO by increasing the carrying amount of the related asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. The Company’s asset retirement obligations consist primarily of costs associated with the removal and disposal of spent pot liner from its reduction facilities.

     With the adoption of SFAS 143 on January 1, 2003, Century recorded an ARO asset of $6,484, net of accumulated amortization of $7,372, a deferred tax asset of $3,430, and an ARO liability of $14,220. The net amount initially recognized as a result of applying the Statement was reported as a cumulative effect of a change in accounting principle. The Company recorded a one-time, non-cash charge of $5,878, for the cumulative effect of a change in accounting principle. For the year ended December 31, 2003, $1,795 of the additional ARO liability incurred was related to the acquisition of the 20% interest in the Hawesville facility in April 2003.

     The reconciliation of the changes in the asset retirement obligations is presented below:

	For the Nine months			For the Year ended
	ended September 30,2004			December 31, 2003
Beginning balance, ARO liability	$	16,495		$	14,220
Additional ARO liability incurred		1,032			3,402
ARO liabilities settled		(2,515	)		(2,423	)
Accretion expense		2,035			1,296
Ending balance, ARO liability	$	17,047		$	16,495

11. New Accounting Standards

Accounting for the Medicare Act

     On December 8, 2003, the “Medicare Prescription Drug Improvement and Modernization Act of 2003” (“the Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to Medicare Part D.

F-60

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003”) was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. This FSP superseded FSP FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003.” The FSP is effective for the first interim or annual period beginning after June 15, 2004.

     The guidance in this FSP applies only to the sponsor of a single-employer defined benefit postretirement health plan for which the employer has concluded that prescription drug benefits available under the plan are actuarially equivalent and thus qualify for the subsidy under the Act and the expected subsidy will offset or reduce the employer’s share of the costs of postretirement prescription drug coverage provided by the plan. The Company determined that its plans were actuarially equivalent and elected to adopt the provisions of FSP FAS 106-2 in the third quarter of 2004 on a prospective basis only. The Company compared the Medicare Part D plan to its retiree prescription drug coverage using actuarial equivalencies and reflecting the retiree premiums and cost sharing provisions of the various plans. This analysis showed Century’s plans provide more valuable benefits to retirees than the Medicare Part D plan. Based on our understanding of the intent of the Act and subsequent proposed regulations, the Company still believes its plans will meet the actuarial equivalence requirements necessary to receive the Medicare reimbursement.

     For retirees with post-65 prescription drug benefits, Century estimates the net effect on post-65 per capita medical and prescription drug costs to be a reduction of approximately 11 to 14% due to the Medicare reimbursement. The changes are assumed to have no impact on future participation rates in Century’s post-65 prescription drug programs.

     The Company has reduced its accumulated benefit obligation (ABO) for the subsidy related to benefits attributed to past service by approximately $16,400. The reduction will be recognized on the balance sheet through amortization. The effect of the subsidy on the measurement of net periodic postretirement benefit cost for the third and fourth quarters of 2004 is expected to be approximately $1,310 and will be recognized evenly over the third and fourth quarters. The effect will include lower amortization of actuarial losses of approximately $490, lower service costs of approximately $310, and lower interest costs on the ABO of approximately $510 for the third and fourth quarters. For further information on postretirement costs, see Note 15, “Components of Net Periodic Benefit Cost.”

Accounting for the FASB Interpretation No. 46 (revised December 2003)

     In December 2003, the FASB issued FASB Interpretation (“FIN”) No. 46 (revised December 2003), “Consolidation of Variable Interest Entities.” This Interpretation clarifies the application of Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements” and replaces FIN No. 46, “Consolidation of Variable Interest Entities.” The Interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. The effective date of this Interpretation varies depending on several factors, including public status of the entity, small business issuer status, and whether the public entities currently have any interests in special-purpose entities. Century applied this Interpretation in the first quarter of 2004. The application of FIN No. 46 had no impact on the Company’s Consolidated Financial Statements.

F-61

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

12. Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

	Nine months ended
	September 30,
	2004			2003
Net income	$	7,039		$	7,221
Other comprehensive income (loss):
Net unrealized gain (loss) on financial instruments, net of tax of $13,806 and $51, respectively		(24,230	)		(140	)
Net amount reclassified as loss (income), net of tax of ($1,306) and $3,632, respectively		2,349			(6,443	)
Minimum pension liability adjustment, net of tax of $0 and 1,122		—			(1,995	)
Comprehensive loss	$	(14,842	)	$	(1,357	)

Composition of Accumulated Other Comprehensive Loss:

	September 30, 2004			December 31, 2003
Net unrealized loss on financial instruments, net of tax of $13,374 and $864	$	(23,472	)	$	(1,591	)
Minimum pension liability adjustment, net of tax of $2,042 and $2,042		(3,631	)		(3,631	)
Total accumulated other comprehensive loss	$	(27,103	)	$	(5,222	)

F-62

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

13. Earnings Per Share

     The following table provides a reconciliation of the computation of the basic and diluted earnings per share for income from continuing operations:

						Three months ended September 30,
	2004								2003
	Income			Shares		Per-Share			Income			Shares		Per-Share
Loss before cumulative effect of change in accounting principle	$	(16,049	)						$	(5,367	)
Less: Preferred stock dividends		—								(500	)
Basic EPS:
Loss applicable to common shareholders		(16,049	)		31,754	$	(0.51	)		(5,867	)		21,070	$	(0.28	)
Effect of Dilutive Securities:
Plus: Incremental Shares.		—			—					—			—
Diluted EPS:
Loss applicable to common shareholders with assumed conversions	$	(16,049	)		31,754	$	(0.51	)	$	(5,867	)		21,070	$	(0.28	)

						Nine months ended September 30,
	2004							2003
	Income			Shares		Per-Share		Income			Shares		Per-Share
Income before cumulative effect of change in accounting principle	$	7,039						$	13,099
Less: Preferred stock dividends		(769	)						(1,500	)
Basic EPS:
Income applicable to common shareholders		6,270			27,542	$	0.23		11,599			21,070	$	0.55
Effect of Dilutive Securities:
Plus: Incremental shares from assumed conversion of stock options		—			117				—			4
Diluted EPS:
Income applicable to common shareholders with assumed conversions	$	6,270			27,659	$	0.23	$	11,599			21,074	$	0.55

F-63

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     Options to purchase 313,179 and 711,867 shares of common stock were outstanding during the periods ended September 30, 2004 and 2003, respectively. For the nine month periods ended September 30, 2004 and 2003, incremental shares from the assumed conversion of stock options of 117,152 and 4,302 were included in the calculation of diluted earnings per share based upon the average market price of the common shares during the period; for the three month periods ended September 30, 2004 and 2003, no incremental shares were included in the calculation of diluted earnings per share because of the antidilutive effect.

14. Preferred Stock Dividends and Conversion

     In May 2004, the Company used a portion of the proceeds from a registered equity offering that closed in April 2004 to pay preferred stock dividends of $3,269 or $6.54 per preferred stock share. In May 2004, Glencore exercised its option to convert its $25,000 8.0% cumulative convertible preferred stock into shares of the Company’s common stock at a price of $17.92 per common share. The Company issued 1,395,089 shares of its common stock to Glencore in the conversion.

15. Components of Net Periodic Benefit Cost

	Three months ended September 30,
	Pension Benefits						Other Benefits
	2004			2003			2004			2003
Service cost	$	846		$	830		$	890		$	935
Interest cost		1,066			934			1,672			1,698
Expected return on plan assets		(1,187	)		(858	)		—			—
Amortization of prior service cost		210			304			(84	)		(84	)
Amortization of net gain		81			207			299			370
Net periodic benefit cost	$	1,016		$	1,417		$	2,777		$	2,919

	Nine months ended September 30,
	Pension Benefits						Other Benefits
	2004			2003			2004			2003
Service cost	$	2,524		$	2,512		$	3,192		$	2,813
Interest cost		3,195			2,829			5,663			5,110
Expected return on plan assets		(3,563	)		(2,598	)		—			—
Amortization of prior service cost		631			919			(253	)		(252	)
Amortization of net gain		244			626			1,532			1,112
Net periodic benefit cost	$	3,031		$	4,288		$	10,134		$	8,783

F-64

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Employer Contributions

     The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expects to contribute $3,300 to its pension plans in 2004. As of September 30, 2004, contributions of $2,206 have been made.

Medicare Act

     In the third quarter of 2004, we elected to start recording the benefits of a federal reimbursement for retiree prescription drug costs that will result from the Medicare legislation enacted in December 2003. The total reduction in 2004 postretirement medical expenses for the third and fourth quarters as a result of this federal reimbursement is anticipated to be approximately $1,310, of which approximately $655 was recorded in the third quarter of 2004. Century’s adoption of FSP 106-2 in conjunction with the change in Medicare prescription drug coverage reduced these costs (see Note 11, “Recently Issued Accounting Standards” for further information).

16. Restricted Cash

     At September 30, 2004, the Company had $1,675 in restricted cash held in escrow accounts for security of workers compensation self-insurance obligations.

17. Condensed Consolidating Financial Information

     The Company’s 11.75% Senior Secured First Mortgage Notes due 2008, 7.5% Senior Unsecured Notes due 2014, and 1.75% Convertible Senior Notes due 2024 are jointly and severally and fully and unconditionally guaranteed by all of the Company’s wholly owned direct and indirect domestic subsidiaries other than the LLC and a subsidiary formed in connection with the Nordural acquisition (together with the company’s foreign subsidiaries, the “Non-Guarantor Subsidiaries”). The Company’s policy for financial reporting purposes is to allocate expenses to subsidiaries. For the three months ended September 30, 2004 and September 30, 2003, the Company allocated total corporate expenses of $48,274 and $285 to its subsidiaries, respectively. For the nine months ended September 30, 2004 and September 30, 2003, the Company allocated total corporate expenses of $48,330 and $2,875 to its subsidiaries, respectively. Additionally, the Company charges interest on certain intercompany balances.

     Because certain Non-Guarantor Subsidiaries are not “minor” as defined in Rule 3-10(f) of Regulation S-X under the Securities Exchange Act of 1934, as amended, the Company is providing the condensed consolidating financial information required under Rule 3-10(f). See Note 6 to the Consolidated Financial Statements for information about the terms of these notes.

     The following summarized condensed consolidating balance sheets as of September 30, 2004 and December 31, 2003, condensed consolidating statements of operations for the three and nine months ended September 30, 2004 and September 30, 2003 and the condensed consolidating statements of cash flows for the nine months ended September 30, 2004 and September 30, 2003 present separate results for Century Aluminum Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries.

     This summarized condensed consolidating financial information may not necessarily be indicative of the results of operations or financial position had the Company, the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries operated as independent entities.

F-65

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2004

				Combined
	Combined Guarantor			Non-Guarantor						Reclassifications
	Subsidiaries			Subsidiaries			The Company			and Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	29,914		$	46,560		$	—		$	76,474
Restricted cash		1,173			502			—			—			1,675
Accounts receivables, net		61,716			8,762			—			—			70,478
Due from affiliates		148,253			18,118			654,316			(808,593	)		12,094
Inventories		67,262			35,390			—			—			102,652
Prepaid and other current assets		2,027			2,359			4,510			—			8,896
Deferred taxes - current portion		12,796			—			—			—			12,796
Total current assets		293,227			95,045			705,386			(808,593	)		285,065
Investment in subsidiaries		69,474			—			265,019			(334,493	)		—
Property, plant and equipment, net		470,983			283,096			128			—			754,207
Intangible asset – net		—			89,891			—			—			89,891
Goodwill		—			107,259			—			—			107,259
Deferred tax asset – less current portion		—			1,181			16,165			(17,346	)		—
Other assets		15,986			—			21,990			—			37,976
Total assets	$	849,670		$	576,472		$	1,008,688		$	(1,160,432	)	$	1,274,398
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade	$	11,271		$	41,336		$	—		$	—		$	52,607
Due to affiliates		89,723			—			154,275			(186,296	)		57,702
Industrial revenue bonds		7,815			—			—			—			7,815
Accrued and other current liabilities		13,898			9,798			20,541			—			44,237
Current portion of long-term debt		—			5,945			—			—			5,945
Accrued employee benefits costs – current portion		6,375			1,920			—			—			8,295
Convertible senior notes payable		—			—			175,000			—			175,000
Total current liabilities		129,082			58,999			349,816			(186,296	)		351,601
Senior secured notes payable – net		—			—			9,874			—			9,874
Senior unsecured notes payable		—			—			250,000			—			250,000
Nordural long-term debt		—			77,425			—			—			77,425
Accrued pension benefits costs – less current portion		—			—			12,003			—			12,003
Accrued postretirement benefits costs – less current portion		56,652			27,381			838			—			84,871
Other liabilities/intercompany loan		437,250			219,856			—			(622,227	)		34,879
Due to affiliates – less current portion		9,978			—			—			—			9,978
Deferred taxes – less current portion		59,235			15,791			—			(17,416	)		57,610
Total non-current liabilities		563,115			340,453			272,715			(639,643	)		536,640
Shareholders’ Equity:
Common stock		59			13			320			(72	)		320
Additional paid-in capital		188,424			234,538			414,642			(422,962	)		414,642
Accumulated other comprehensive income (loss)		(26,462	)		—			(27,103	)		26,462			(27,103	)
Retained earnings (deficit)		(4,548	)		(57,531	)		(1,702	)		62,079			(1,702	)
Total shareholders’ equity		157,473			177,020			386,157			(334,493	)		386,157
Total liabilities and equity	$	849,670		$	576,472		$	1,008,688		$	(1,160,432	)	$	1,274,398

F-66

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2003

	Combined Guarantor			Non-Guarantor						Reclassifications
	Subsidiaries			Subsidiary			The Company			and Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	104		$	—		$	28,100		$	—		$	28,204
Accounts receivable – net		51,131			239			—			—			51,370
Due from affiliates		101,489			23,586			455,025			(569,143	)		10,957
Inventories		76,878			12,482			—			—			89,360
Prepaid and other assets		850			134			3,117			—			4,101
Deferred taxes – current portion		3,413			—			—			—			3,413
Total current assets		233,865			36,441			486,242			(569,143	)		187,405
Investment in subsidiaries		78,720			—			178,483			(257,203	)		—
Property, plant and equipment – net		489,502			5,299			156			—			494,957
Intangible asset – net		—			99,136			—			—			99,136
Other assets		14,877			—			13,951			—			28,828
Total	$	816,964		$	140,876		$	678,832		$	(826,346	)	$	810,326
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade	$	13,137		$	21,692		$	—		$	—		$	34,829
Due to affiliates		25,392			525			116,538			(115,316	)		27,139
Industrial revenue bonds		7,815			—			—			—			7,815
Accrued and other current liabilities		8,929			5,740			15,485			—			30,154
Accrued employee benefits costs - current portion		7,306			1,628			—			—			8,934
Total current liabilities		62,579			29,585			132,023			(115,316	)		108,871
Long term debt – net		—			—			322,310			—			322,310
Notes payable – affiliates		—			—			14,000			—			14,000
Accrued pension benefit costs - less current portion		—			—			10,764			—			10,764
Accrued postretirement benefit costs - less current portion		53,234			24,334			650			—			78,218
Other liabilities/intercompany loan		478,892			8,237			—			(453,757	)		33,372
Deferred taxes		43,776			—			11,388			(70	)		55,094
Total noncurrent liabilities		575,902			32,571			359,112			(453,827	)		513,758
Shareholders’ Equity:
Convertible preferred stock		—			—			25,000			—			25,000
Common stock		59			—			211			(59	)		211
Additional paid-in capital		188,424			133,175			173,138			(321,599	)		173,138
Accumulated other comprehensive income (loss)		(4,582	)		—			(5,222	)		4,582			(5,222	)
Retained earnings (deficit)		(5,418	)		(54,455	)		(5,430	)		59,873			(5,430	)
Total shareholders’ equity		178,783			78,720			187,697			(257,203	)		187,697
Total	$	816,964		$	140,876		$	678,832		$	(826,346	)	$	810,326

F-67

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three months ended September 30, 2004

				Combined
	Combined Guarantor			Non-Guarantor						Reclassifications
	Subsidiaries			Subsidiaries			The Company			and Eliminations			Consolidated
Net sales:
Third-party customers	$	200,407		$	31,095		$	—		$	—		$	231,502
Related parties		42,815			—			—			—			42,815
		243,222			31,095			—			—			274,317
Cost of goods sold		206,384			111,063			—			(86,499	)		230,948
Reimbursement from owner		—			(86,540	)		—			86,540			—
Gross profit (loss)		36,838			6,572			—			(41	)		43,369
Selling, general and administrative expenses		7,567			—			—			—			7,567
Operating income (loss)		29,271			6,572			—			(41	)		35,802
Interest expense – third party		(6,142	)		(4,515	)		—			—			(10,657	)
Interest income		370			118			—			29			517
Net loss on forward contracts		(3,149	)		—			—			—			(3,149	)
Loss on early extinguishment of debt		(47,448	)		—			—			—			(47,448	)
Other income (expense), net		3			(20	)		—			13			(4	)
Income (loss) before taxes, minority interest and cumulative effect of change in accounting principle		(27,095	)		2,155			—			1			(24,939	)
Income tax (expense) benefit		9,524			(1,806	)		—			1,172			8,890
Net income (loss) before equity earnings (loss) of subsidiaries		(17,571	)		349			—			1,173			(16,049	)
Equity earnings (loss) of subsidiaries		(1,911	)		—			(16,049	)		17,960			—
Net income (loss)	$	(19,482	)	$	349		$	(16,049	)	$	19,133		$	(16,049	)

F-68

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three months ended September 30, 2003

				Combined
	Combined Guarantor			Non-Guarantor						Reclassifications
	Subsidiaries			Subsidiary			The Company			and Eliminations			Consolidated
Net sales:
Third-party customers	$	170,086		$	—		$	—		$	—		$	170,086
Related parties		31,402			—			—			—			31,402
		201,488			—			—			—			201,488
Cost of goods sold		186,891			83,524			—			(78,967	)		191,448
Reimbursement from owner		—			(78,996	)		—			78,996			—
Gross profit (loss)		14,597			(4,528	)		—			(29	)		10,040
Selling, general and administrative expenses		3,929			—			—			—			3,929
Operating income (loss)		10,668			(4,528	)		—			(29	)		6,111
Interest expense – third party		(10,334	)		(30	)		—			23			(10,341	)
Interest expense – affiliates		(1,000	)		—			—			—			(1,000	)
Interest income		83			—			—			—			83
Net loss on forward contracts		(3,481	)		—			—			—			(3,481	)
Other income (expense), net		10			(26	)		—			6			(10	)
Loss before taxes		(4,054	)		(4,584	)		—			—			(8,638	)
Income tax benefit		1,529			—			—			1,742			3,271
Net income (loss) before equity earnings (loss) of subsidiaries		(2,525	)		(4,584	)		—			1,742			(5,367	)
Equity earnings (loss) of subsidiaries		(2,842	)		—			(5,367	)		8,209			—
Net income (loss)	$	(5,367	)	$	(4,584	)	$	(5,367	)	$	9,951		$	(5,367	)

F-69

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine months ended September 30, 2004

				Combined
	Combined Guarantor			Non-Guarantor					Reclassifications
	Subsidiaries			Subsidiaries			The Company		and Eliminations			Consolidated
Net sales:
Third-party customers	$	596,700		$	52,578		$	—	$	—		$	649,278
Related parties		120,866			—			—		—			120,866
		717,566			52,578			—		—			770,144
Cost of goods sold		599,282			294,843			—		(249,590	)		644,535
Reimbursement from owners		—			(249,705	)		—		249,705			—
Gross profit (loss)		118,284			7,440			—		(115	)		125,609
Selling, general and administrative expenses		16,966			—			—		—			16,966
Operating income (loss)		101,318			7,440			—		(115	)		108,643
Interest expense - third party		(25,053	)		(7,443	)		—		—			(32,496	)
Interest expense – related party		(380	)		—			—		—			(380	)
Interest income		627			140			—		81			848
Net loss on forward contracts		(17,146	)		—			—		—			(17,146	)
Loss on early extinguishment of debt		(47,448	)		—			—		—			(47,448	)
Other income (expense) – net		(679	)		37			—		33			(609	)
Income (loss) before taxes		11,239			174			—		(1	)		11,412
Income tax (expense) benefit		(4,636	)		(3,250	)		—		3,513			(4,373	)
Equity earnings (loss) of subsidiaries		(5,733	)		—			7,039		(1,306	)		—
Net income (loss)	$	870		$	(3,076	)	$	7,039	$	2,206		$	7,039

F-70

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine months ended September 30, 2003

				Combined
	Combined Guarantor			Non-Guarantor					Reclassifications
	Subsidiaries			Subsidiary			The Company		and Eliminations			Consolidated
Net sales:
Third-party customers	$	487,287		$	—		$	—	$	—		$	487,287
Related parties		89,377			—			—		—			89,377
		576,664			—			—		—			576,664
Cost of goods sold		537,089			250,496			—		(236,443	)		551,142
Reimbursement from owners		—			(236,533	)		—		236,533			—
Gross profit (loss)		39,575			(13,963	)		—		(90	)		25,522
Selling, general and administrative expenses		12,150			—			—		—			12,150
Operating income (loss)		27,425			(13,963	)		—		(90	)		13,372
Interest expense - third party		(30,881	)		(91	)		—		78			(30,894	)
Interest expense – affiliates		(2,000	)		—			—		—			(2,000	)
Interest income		278			—			—		—			278
Net gain on forward contracts		38,423			—			—		—			38,423
Other income (expense), net		(481	)		(41	)		—		12			(510	)
Income (loss) before taxes		32,764			(14,095	)		—		—			18,669
Income tax (expense) benefit		(11,537	)		—			—		4,981			(6,556	)
Net income (loss) before minority interest and cumulative effect of change in accounting principle		21,227			(14,095	)		—		4,981			12,113
Minority interest		—			—			—		986			986
Net income (loss) before cumulative effect of change in accounting principle		21,227			(14,095	)		—		5,967			13,099
Cumulative effect of change in accounting principle, net of tax benefit of $3,430		(5,878	)		—			—		—			(5,878	)
Equity earnings (loss) of subsidiaries		(8,128	)		—			7,221		907			—
Net income (loss)	$	7,221		$	(14,095	)	$	7,221	$	6,874		$	7,221

F-71

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine months ended September 30, 2004

				Combined
	Combined Guarantor			Non-Guarantor						Reclassifications
	Subsidiaries			Subsidiaries			The Company			and Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	(16,952	)	$	88,816		$	—		$	—	$	71,864
Investing activities:
Purchase of property, plant and equipment – net		(5,437	)		(3,395	)		—			—		(8,832	)
Nordural expansion		—			(17,482	)		—			—		(17,482	)
Acquisitions, net of cash acquired		—			—			(184,869	)		—		(184,869	)
Net cash used in investing activities		(5,437	)		(20,877	)		(184,869	)		—		(211,183	)
Financing activities:
Borrowings		—			569			425,000			—		425,569
Repayment of debt – third party		—			(107,791	)		(315,055	)		—		(422,846	)
Repayment of debt – related party		—			—			(14,000	)		—		(14,000	)
Financing fees		—			—			(12,805	)		—		(12,805	)
Dividends		—			—			(3,311	)		—		(3,311	)
Intercompany transactions		22,285			69,197			(91,482	)		—		—
Issuance of common stock		—			—			214,982			—		214,982
Net cash provided by (used in) financing activities		22,285			(38,025	)		203,329			—		187,589
Net increase (decrease) in cash		(104	)		29,914			18,460			—		48,270
Cash, beginning of period		104			—			28,100			—		28,204
Cash, end of period	$	—		$	29,914		$	46,560		$	—	$	76,474

F-72

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine months ended September 30, 2003

				Combined
	Combined Guarantor			Non-Guarantor						Reclassifications
	Subsidiaries			Subsidiary			The Company			and Eliminations		Consolidated
Net cash provided by operating activities	$	75,976		$	2,066		$	—		$	—	$	78,042
Investing activities:
Purchase of property, plant and equipment, net		(11,522	)		(736	)		(131	)		—		(12,389	)
Acquisition of minority interest		—			—			(59,837	)				(59,837	)
Net cash used in investing activities		(11,522	)		(736	)		(59,968	)		—		(72,226	)
Financing activities:
Financing Fees		—			—			(297	)		—		(297	)
Dividends		—			—			(11	)		—		(11	)
Intercompany transactions		(65,013	)		(1,124	)		66,137			—		—
Issuance of common stock		—			—			3			—		3
Net cash provided by (used in) financing activities		(65,013	)		(1,124	)		65,832			—		(305	)
Net increase (decrease) in cash		(559	)		206			5,864			—		5,511
Cash, beginning of period		745			—			44,347			—		45,092
Cash, end of period	$	186		$	206		$	50,211		$	—	$	50,603

18. Equity Offering

     In April 2004, the Company completed a public equity offering of 9,000,000 shares of its common stock at a price to the public of $24.50 per share. The Company received $208,211 in net proceeds from the offering. The Company used: (1) $195,346 to fund the Nordural acquisition, including $2,652 in transaction fees and expenses; (2) $12,000 to repay the remaining principal outstanding under the Glencore Note; and (3) the remaining proceeds plus available cash to pay dividends of $3,269 on the Company’s cumulative convertible preferred stock.

19. Subsequent Events

     On November 3, 2004, the Company announced plans to further increase primary aluminum capacity at its Nordural subsidiary’s operations in Iceland.

     The decision follows an agreement reached with Hitaveita Suðurnesja and Orkuveita Reykjavíkur for additional long-term supplies of electric power.

     The current expansion project to add 90,000 metric tons per year (mtpy) of capacity is being increased by 32,000 mtpy which will raise the plant’s total capacity to 212,000 mtpy by October 2006. The energy agreement includes power for an additional 8,000 mtpy of capacity that is subject to certain conditions, including the completion of a power transmission agreement. This would bring total capacity of the plant to 220,000 mtpy by late 2006. A decision on the additional 8,000 mtpy of capacity is expected in the next several months.

     The 32,000 mtpy of added capacity is estimated to cost $106 million, bringing total cost for the expansion to 212,000 mtpy to approximately $454 million. The electric power for the expansion is being supplied by the two Icelandic companies from geothermal sources at rates indexed to the LME price of primary aluminum.

F-73

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

     Following completion of the expansion, Nordural will have all the infrastructure and support facilities necessary for further expansion to 260,000 mtpy. This expansion would be made at relatively low capital cost. Century is in discussions with Orkuveita Reykjavíkur for electric power to support this further expansion.

     The first 90,000 mtpy of the expansion will be financed through cash flow and Nordural bank financing. The financing is being arranged by Icelandic banks and is non-recourse to Century (See Note 6—Debt). The Company is evaluating financing options for the added 32,000 mpty of capacity.

F-74

REPORT OF INDEPENDENT ACCOUNTANTS

To the board of directors and stockholder of Nordural hf

      We have audited the accompanying balance sheets of Nordural hf, as of December 31, 2003 and 2002, and the related statements of income, of cash flows and of stockholder’s equity for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

      We conducted our audits in accordance with generally accepted auditing standards in Iceland and the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nordural hf, at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in Iceland.

      As discussed in Note 2 to the financial statements, the Company changed its method of accounting for deferred income taxes during the year ended December 31, 2003.

      Accounting principles generally accepted in Iceland vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of net income for each of the three years in the period ended December 31, 2003 and the determination of stockholder’s equity at December 31, 2003 and 2002 to the extent summarized in Note 14 to the financial statements.

Reykjavík, February 24, 2004

PricewaterhouseCoopers hf

/s/ REYNIR VIGNIR	/s/ KRISTINN FREYR KRISTINSSON
Reynir Vignir	Kristinn Freyr Kristinsson
State authorized public accountant	State authorized public accountant

F-75

NORDURAL hf

STATEMENTS OF INCOME

For the Years Ended December 31, 2001, 2002 and 2003

	2001			2002			2003
Net sales	$	85,680,296		$	97,005,762		$	100,938,674
Cost of goods sold		48,437,463			59,841,355			66,619,936
Gross profit		37,242,833			37,164,407			34,318,738
General and administrative expenses		563,823			945,666			557,673
Depreciation and amortization		12,918,975			14,980,220			15,383,262
Profit before interest and taxes		23,760,035			21,238,521			18,377,803
Interest expenses		(13,450,888	)		(10,984,055	)		(5,401,436	)
Investment income		—			369,929			3,063,420
Profit before taxes		10,309,147			10,624,395			16,039,787
Income tax		—			—			2,887,162
Net profit	$	10,309,147		$	10,624,395		$	13,152,625

F-76

NORDURAL hf

BALANCE SHEETS

As of December 31, 2002 and 2003

	2002			2003
ASSETS
Current assets
Cash	$	16,712,627		$	9,898,090
Accounts receivable		2,851,606			5,897,351
Advance to parent company		2,341,041			14,876,843
Inventory and supplies		10,952,489			12,634,998
Prepaid cost		1,125,819			366,383
Taxes receivable		1,231,076			1,296,825
Total current assets		35,214,658			44,970,490
Long-term assets
Property, plant and equipment, net		227,652,060			215,897,001
Other assets		14,925,663			13,925,811
Total long-term assets		242,577,723			229,822,812
Total assets	$	277,792,381		$	274,793,302
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable	$	5,975,318		$	6,463,226
Accounts payable, parent company		—			146,559
Accrued interest		982,907			135,831
Accrued liabilities		1,422,196			1,931,894
Current portion of long-term liabilities		10,033,404			14,410,808
		18,413,825			23,088,318
Long-term liabilities
Senior credit facility		151,556,600			178,321,500
Debt payable to bank		2,976,190			2,692,065
Smelter site lease agreement		7,651,007			7,421,441
Other long-term liabilities		1,196,517			2,140,999
Deferred income taxes		—			4,439,585
		163,380,314			195,015,590
Current portion of long-term liabilities		(10,033,404	)		(14,410,808	)
		153,346,910			180,604,782
Total liabilities		171,760,735			203,693,100
Stockholder’s equity
Capital stock		97,444,856			59,500,000
Retained earnings		8,586,790			11,600,202
		106,031,646			71,100,202
Total equity and liabilities	$	277,792,381		$	274,793,302

F-77

NORDURAL hf

STATEMENTS OF STOCKHOLDER’S EQUITY

	Capital Stock			Retained Earnings			Total Equity
Balance at January 1, 2001	$	97,444,856		$	(12,346,752	)	$	85,098,104
Net profit		—			10,309,147			10,309,147
Balance at December 31, 2001		97,444,856			(2,037,605	)		95,407,251
Net profit		—			10,624,395			10,624,395
Balance at December 31, 2002		97,444,856			8,586,790			106,031,646
Dividend		—			(8,586,790	)		(8,586,790	)
Repurchased capital stock		(37,944,856	)		—			(37,944,856	)
Deferred tax liability		—			(1,552,423	)		(1,552,423	)
Net profit		—			13,152,625			13,152,625
Balance at December 31, 2003	$	59,500,000		$	11,600,202		$	71,100,202

F-78

NORDURAL hf

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2001, 2002 and 2003

	2001			2002			2003
Cash flows from operating activities
Cash from operations:
Net profit	$	10,309,147		$	10,624,395		$	13,152,625
Items not affecting cash:
Depreciation and amortization		12,918,975			14,980,220			15,383,262
Changes in deferred tax liability		—			—			2,887,162
Gain on the sale of assets		—			—			(41,942	)
		23,228,122			25,604,615			31,381,107
Decrease (increase) in operating assets
Accounts receivable and other current assets		3,780,189			51,081			(2,352,058	)
Inventories		(3,409,093	)		(1,602,905	)		(1,682,509	)
Increase in accounts receivable, parent company		—			(2,862,189	)		(12,535,802	)
Increase (decrease) in operating liabilities
Accounts payable		(1,339,535	)		830,551			487,908
Accounts payable, parent company		4,675,668			(6,854,256	)		146,559
Accrued interest and liabilities		(459,197	)		1,278,313			(337,378	)
		3,248,032			(9,159,405	)		(16,273,280	)
Net cash provided by operating activities		26,476,154			16,445,210			15,107,827
Cash flows from (to) investing activities
Investment in property, plant and equipment		(27,240,488	)		(2,194,901	)		(831,761	)
Investment in other assets		(1,063,921	)		(196,147	)		(1,900,048	)
Assets sold		—			—			145,400
		(28,304,409	)		(2,391,048	)		(2,586,409	)
Cash flows from (to) financing activities
New long-term liabilities		22,286,546			910,590			41,149,682
Payment of long-term liabilities		(7,146,999	)		(20,483,812	)		(13,953,991	)
Changes in current liabilities due to expansion		(2,757,400	)		—			—
Dividend paid		—			—			(8,586,790	)
Repurchase of capital stock		—			—			(37,944,856	)
		12,382,147			(19,573,222	)		(19,335,955	)
Net increase (decrease) in cash		10,553,892			(5,519,060	)		(6,814,537	)
Cash, beginning of period		11,677,795			22,231,687			16,712,627
Cash, end of period	$	22,231,687		$	16,712,627		$	9,898,090

F-79

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS

1. The Company

      Nordural hf (the “Company”), a wholly-owned subsidiary of Columbia Ventures Corporation, was incorporated in Reykjavík, Iceland, on February 28, 1997. The Company was formed to develop and operate an aluminum smelter in Grundartangi, Iceland.

2. Summary of Significant Accounting Policies

Basis of presentation

      The accompanying financial statements are stated on an accrual basis prepared in accordance with Generally Accepted Accounting Principles in Iceland.

Functional currency

      Amounts in the Company’s books and these financial statements are denominated in US dollars as all of the Company’s revenues and a significant portion of the Company’s expenses are denominated in US dollars.

Management’s Estimates

      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Changes in Accounting Policies and Presentation

      In 2003, changes were made to the Icelandic law which require calculations and recording of a deferred income tax liability in the financial statements. Accordingly, during 2003, a deferred income tax liability is recorded in the Company’s financial statements to provide for the tax consequences in future years of the differences between the tax basis of assets and liabilities and their financial reporting amounts. The amount of the cumulative deferred tax liability that applies to 2002 has been recorded as a reduction to retained earnings of $1,552,423 as of January 1, 2003.

Property, Plant and Equipment

      Property plant and equipment is stated at cost. Additions, renewals and improvements are capitalized. Maintenance and repairs are expensed as incurred and costs of improvements and renewals are capitalized. Depreciation is determined by the straight-line method based on the estimated useful lives of the related assets. Upon disposal, cost and related accumulated depreciation of the assets are removed from the accounts and resulting gains or losses are included in earnings.

      Depreciation is calculated on a straight line basis. The following annual percentages of cost are used:

Buildings and improvements	20 to 40 years
Machinery and equipment	5 to 33 years
Transportation vehicles	5 years

     Other assets

      Other assets primarily include net unamortized financing costs of $7,857,767 in connection with the senior credit facility and payments made to expand production capacity according to contracts for supply of certain raw materials of $5,536,057, net of amortization. Such payments represent a downpayment on raw

F-80

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

materials to be supplied through 2013. The Company’s policy is to amortize those payments using the greater of (a) straight line over the contract period; or (b) the ratio of current purchases of raw materials in the period to the total of current and anticipated future purchases. Since raw materials are generally used ratably over the contract period, applying either method results in approximately the same amounts. Financing costs are amortized over 10 to 15 years and the payments made for the supply contract are amortized over 12.5 years, in accordance with the length of the contract.

     Inventories and Supplies

      Inventories and supplies are stated at the lower of cost or market value. Cost is determined by the first-in, first-out (FIFO) method except for supplies inventories which are based upon the average cost method.

     Accounts receivable

      Accounts receivable are valued at nominal value. The Company’s accounts receivable with a tolling customer described in Note 8 comprise 89.26% and 92.01% of the remaining balance of accounts receivable at December 31, 2002 and 2003.

     Derivative Financial Instruments

      The Company enters into various derivative instruments to protect itself from fluctuating prices and rates. From time to time the Company purchases options to hedge a portion of its exposure to price fluctuations of aluminum. Hedging gains and losses are recognized concurrently with related sales transactions.

     Revenue Recognition

      Revenues are recognized when title, risk of loss and ownership passes to customers in accordance with contract terms. Revenues for the conversion of alumina and processing of aluminum under tolling arrangements are recognized upon completion of the tolling process. The tolling process is considered complete when the customer assumes the risk of ownership of the finished aluminum (Note 8).

     Income Taxes

      Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at the balance sheet date based on enacted tax laws and statutory tax rates applicable to the years in which the differences are expected to affect taxable income.

      A deferred income tax liability generally reflects the income tax which would be payable, according to current tax law, if the Company’s assets were to be sold or redeemed at book value. Under an agreement with Icelandic Authorities the Company’s tax rate is 33%. The agreement contains a provision which allows for the Company to opt out of the agreement and be subject to general corporate tax rates in Iceland. Effective January 1, 2002, the general corporate tax rate was reduced from 33% to 18%. The Company has used the statutory Icelandic tax rate of 18% to calculate the deferred tax liability as it is anticipated that this will be the effective tax rate when tax payments will have to be made.

F-81

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

3. Long-term assets

     Changes in net value of property, plant and equipment:

	2002			2003
Booked value, beginning of year	$	237,578,397		$	227,652,060
Additions		2,194,901			831,761
Properties sold		—			(103,458	)
Depreciation charges		(12,121,238	)		(12,483,362	)
Net value, end of year	$	227,652,060		$	215,897,001
Changes in net value of other assets:
Financing and carbon anode contract cost:
Net value, beginning of year	$	17,320,039		$	14,461,057
Additions		—			1,832,667
Amortization		(2,858,982	)		(2,899,900	)
Net value, end of year		14,461,057			13,393,824
Other intangible assets		430,699			498,080
Other		33,907			33,907
	$	14,925,663		$	13,925,811

4. Taxes receivable

      Taxes receivable includes Value Added Tax from the Icelandic tax office and tax on interest earned.

5. Inventories and supplies

      Inventories and supplies are as follows at December 31,

	2002		2003
Aluminum in pots	$	1,855,800	$	1,983,600
Molten/bath chemicals		1,188,950		1,345,583
Carbon anodes		1,958,245		2,140,808
Lining material		1,158,421		1,952,312
Materials and supplies		4,791,073		5,212,695
	$	10,952,489	$	12,634,998

6. Income taxes

      Changes in the deferred income tax liability during the year is as follows:

Deferred tax liability, January 1, 2003	$	1,552,423
Calculated income tax for the year ended December 31, 2003		2,887,162
Income tax to be paid in 2004 due to 2003 operations		—
Deferred tax liability, December 31, 2003	$	4,439,585

F-82

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

      Components of the deferred income tax liability are as follows:

		January 1, 2003			December 31, 2003
Property, plant and equipment		$	22,569,250		$	46,646,798
Net operating loss carry forward			(17,722,472	)		(24,354,936	)
Cost allowance			(120,000	)		(7,500	)
Investment fund under tax law			3,897,794			2,380,000
	Net temporary differences		8,624,572			24,664,362
Income tax (18%)		$	1,552,423		$	4,439,585

7. Long-term liabilities

      Long-term liabilities consist of the following:

	2002			2003
Credit facility payable to banks, due in semiannual installments with final repayment on June 30, 2018; interest paid at the end of each interest period which can vary from one to six months, at LIBOR (London Interbank Offered Rate) plus 1.45% (interest rate 2.5838% at December 31, 2003)		—		$	178,321,500
Credit facility payable to banks, due in semiannual installments with final repayment on June 30, 2013; interest paid at the end of each interest period which can vary from one to six months at London Interbank Offered Rate (LIBOR) plus 1.3% to 1.5% margin (interest rate 3.26% at December 31, 2002)	$	151,556,600			—
Debt payable to bank due in quarterly installments (annuity) with final repayment on August 1, 2012; interest payable at three month London Interbank Offered Rate (LIBOR) plus 0.2% (interest rate 2.01% and 1.34% at December 31, 2002 and 2003)		2,976,190			2,692,065
Other long-term liability will accumulate until April 25, 2005 when a bond will be issued; interest will be accumulated and is calculated at three month London Interbank Offered Rate (LIBOR) plus 0.75% (interest rate 2.71% and 1.98% at December 31, 2001 and 2002)		1,196,517			2,140,999
		155,729,307			183,154,564
Less: current portion		(9,803,839	)		(14,165,104	)
	$	145,925,468		$	168,989,460

F-83

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

      Future annual maturities of the above long-term debts are as follows:

	2003
2004	$	14,165,104
2005		12,317,362
2006		11,208,427
2007		12,136,092
2008		12,961,415
Thereafter		120,366,164
	$	183,154,564

      All of the assets of the Company are pledged as collateral for the credit facility. If the price of aluminum falls below designated levels for six months prior to a payment date and certain debt coverage ratios are not met, the credit facility agreement provides for deferral of principal payments. Acceleration of principal payments is required if certain debt coverage ratios are exceeded.

Leases

      The State Treasury of Iceland provided $7,000,000 to cover certain site infrastructure costs of Nordural. Accrued interest on the loan of $1,113,932 has been added to the principal. The value of these infrastructure costs shall be repaid as part of the lease payments for the site over a period of seventeen years, plus interest at a fixed rate (6.725% at December 31, 2003), which is tied to the long-term borrowing rate of an agency of the Icelandic government.

      Future lease principal payments are as follows:

2004	$	245,704
2005		262,980
2006		281,480
2007		300,000
2008		320,000
Thereafter		6,011,277
	$	7,421,441

8. Tolling contract

      The Company is a party to a tolling contract which expires December 31, 2013. Under the contract the customer owns all of the primary raw material and finished goods. Nordural receives revenues based upon the London Metal Exchange price of aluminum for converting the primary raw materials into finished goods. The contract specifies standard usage rates of the primary raw materials. Variations of actual usage from such standard usage may result in additional amounts due to or due from the customer. Sales under the tolling agreement totalled approximately $84,588,000 in 2001, $95,850,000 in 2002 and $100,961,000 in 2003.

9. Derivative financial instruments

      In 2002 and 2003, the Company purchased put options that allowed the Company to sell 4,500 metric tons of aluminum per month at $1,250 per metric ton through the end of April 2004. Premiums paid in 2003 were $513,000, of which $171,000 were deducted from net sales and $342,000 is a part of prepaid

F-84

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

cost in the Balance sheet at December 31, 2003. In addition, prepaid premiums at January 1, 2003 of $1,008,000 were deducted from net sales during 2003.

10. Related party transactions

      The company had made advances to its sole shareholder in the amount of $2,341,041 and $14,876,843 at December 31, 2002 and 2003.

11. Commitments and contingencies

      The Company has entered into an operating land lease. Lease obligations accrue from July 1, 1997, and payments will be made on January 2nd of each year.

      Future minimum lease commitments are as follows:

2004	$	15,000
2005-2009		75,000
2010-2014		75,000
2015-2019		75,000
2020		15,000
	$	255,000

      The Company purchases all of its power (the majority on a take or pay basis) from the Iceland Power Company at a rate that varies with the price of aluminum. The contract expires October 31, 2019. To the extent that the Company has received a benefit of reduced power prices, the Company may pay higher power prices in the future should the price of aluminum exceed specified levels.

      The Company is a party to a contract for the annual purchase of 48,000 metric tons (+/-10%) of certain raw materials for delivery through 2013. The purchase price is adjusted annually throughout the term of the contract based upon the supplier’s raw material and operating costs.

      In conjunction with the refinancing of the Senior Credit Facility completed in September 2003, the Company will be obligated to pay the bank group additional fees of $832,500 if specific bank financing for the expansion of the annual operating capacity of the plant to 180,000 tonnes is not completed by June 10, 2004.

      The Company, in the regular course of business, is involved in investigations and claims by various regulatory agencies none of which the Management of the Company believes will have a ultimate resolution that will be material.

      The Company has entered into several operating lease agreements for mobile equipment and monthly lease payments are charged to the income statement. At the year end the remaining amount of these agreements are approximately $1,041,800 and expire through the year 2008.

12. Mortgages

      The Company has issued a general bond of $197,600,000 as a guarantee for the senior credit facility specified in Note 7. The general bond holds a first mortgage on all the following assets:

      A. All assets located within the smelter site.

      B. The harbour installations.

      C. All other properties and assets owned by the Company from time to time.

F-85

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

13. Operating license

      The Company has an operating license for the production of up to 180,000 tonnes of aluminum per year in the smelter at Grundartangi. This operating license was issued by the Icelandic Minister for the Environment on March 26, 1997 and confirmed by the Environmental and Food Agency of Iceland on November 2, 1999. The Company continues to operate pursuant to this license. In February 2003, this license was amended subject to start up of additional production capacity to allow for production up to 300,000 tonnes of aluminum per year.

14. Summary of differences between Icelandic and U.S. Generally Accepted Accounting Principles (GAAP)

      The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in Iceland (Icelandic GAAP) which differ in certain material respects from accounting principles generally accepted in the United States (U.S. GAAP). The following is a summary of the material adjustments to net profit which would have been required, if U.S. GAAP had been applied instead of Icelandic GAAP.

      Effect on net profit of differences between Icelandic GAAP and U.S. GAAP:

		Year Ended			Year Ended			Year Ended
		December 31,			December 31,			December 31,
		2001			2002			2003
Net profit under Icelandic GAAP		$	10,309,147		$	10,624,395		$	13,152,625
U.S. GAAP adjustments:
	Deferred financing costs		284,754			340,388			(264,016	)
	Capital leases		(20,284	)		48,199			33,203
	Income taxes		1,018,395			(2,445,243	)		41,547
Net income under U.S. GAAP			11,592,012			8,567,739			12,963,359
Other comprehensive income:
	Unrealized gain (loss) on interest rate swaps, net of $1,404,000 in tax		(2,850,000	)		2,850,000			—
	Unrealized gains (losses) on hedging transactions, net of tax of $80,421 and $61,527 in 2002 and 2003		—			(366,361	)		86,068
Other comprehensive income		$	8,742,012		$	11,051,378		$	13,049,427

      Effect on Stockholder’s Equity of differences between Icelandic GAAP and U.S. GAAP:

		December 31,			December 31,
		2002			2003
Stockholder’s equity under Icelandic GAAP		$	106,031,646		$	71,100,202
Adjustments:
	Deferred financing costs		(596,843	)		(860,859	)
	Capital leases		(63,010	)		(29,807	)
	Deferred income taxes		(1,426,849	)		167,121
	Cumulative unrealized losses on hedging transactions, net of income taxes		(366,361	)		(280,293	)
Stockholder’s equity under U.S. GAAP		$	103,578,583		$	70,096,364

F-86

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

      A summary of the principal differences applicable to the financial statements is set out below:

     Deferred financing costs

      Under Icelandic GAAP, the Company capitalizes all bank fees and third party costs associated with refinancing the senior credit facility. In addition, upon refinancing, deferred costs have been amortized over the original term of the related facility.

      Under U.S. GAAP, fees paid to a bank upon refinancing may be deferred and amortized over the term of the credit facility. However, all third party costs associated with a refinancing that is not debt extinguishment must be expensed. In addition, any unamortized costs from an earlier financing are amortized over the term of the new credit facility.

     Capital leases

      Under Icelandic GAAP, payments associated with equipment leases whose term approximates the useful life of the associated equipment may be expensed as incurred, even though title to equipment passes to the lessee at the end of the term.

      Under U.S. GAAP, if there is a bargain purchase option at the end of the lease or title to equipment transfers to the lessee, then these leases shall be accounted for as capital leases. Under U.S. GAAP, at the onset of a lease, the cost of the equipment is recorded in the assets of the company as property, plant and equipment and depreciated over its useful life, while a corresponding liability entitled, “Obligation under Capital Lease” is recorded. As payments are made on the leases, the liability is reduced while an interest portion of each payment is recorded as expense in the income statement. The gross amount of equipment recorded under capital leases was $1,539,790 and $1,418,476 at December 31, 2003 and 2002.

     Interest rate swap contracts and derivative financial instruments

      Under Icelandic GAAP, interest rate swap contracts undertaken for the purpose of hedging outstanding borrowings are accounted for off-balance sheet by recording net payments or receipts as a component of interest expense. In addition, the cost of financial derivatives undertaken for the purpose of hedging the future price volatility of a commodity are deferred and recorded in sales concurrent with the sale of the commodity that was hedged.

      The requirements for hedge accounting under U.S. GAAP are more prescriptive than those under Icelandic GAAP. Under U.S. GAAP, to qualify for hedge accounting, interest rate swaps and commodity derivatives must not only be designated as hedges, but at inception and throughout the term of the swap there must be a high correlation between the market values of the contracts and the outstanding balance of the underlying debt or commodity being hedged. The principal amounts of the Company’s outstanding debt and the volume of the commodity hedged correlate sufficiently with the notional amounts of the swap contracts and commodities derivative instruments to qualify for hedge accounting. Given the nature of these contracts, they are accounted for as cash flow hedges. Therefore, under U.S. GAAP these contracts are marked to market at the balance sheet dates with any difference between the market value and the carrying amount recorded in the equity section of the balance sheet as other comprehensive income (loss).

     Deferred income taxes

      Under Icelandic GAAP, prior to 2003, deferred income taxes were not required to be recorded in the financial statements of a company. Rather, footnote disclosure of the items that caused a difference between book income and taxable income was made. Beginning in 2003, it was required that deferred taxes be recorded in the financial statements.

F-87

NORDURAL hf

NOTES TO FINANCIAL STATEMENTS — (Continued)

      Under U.S. GAAP, deferred taxes are accounted for on all temporary differences, including those resulting from other U.S. GAAP adjustments, and a valuation allowance is established to reduce deferred tax assets to the amount which more likely than not will not be realized in future periods based on current estimates of future taxable income, along with proper tax planning strategies.

      The components of the net deferred tax liabilities under U.S. GAAP, which have been netted with respect to noncurrent amounts, as of December 31, 2002 and 2003 are as follows:

	2002			2003
	Asset (Liability)			Asset (Liability)
Tax over book depreciation	$	(4,735,667	)	$	(8,816,673	)
Tax loss carryforwards		3,308,818			4,544,208
Net non-current deferred tax liability	$	(1,426,849	)	$	(4,272,464	)

      On January 1, 2002, the Icelandic statutory rate was decreased from 33% to 18%. This decrease in effective rate resulted in a decrease to net deferred tax assets and additional tax expense of $462,907.

      In 2001, the Company’s provision for income taxes includes tax expense calculated at a statutory tax rate of 33% of $3,489,293 which is offset by a reduction of a valuation allowance of $4,507,688 which nets to a tax benefit of $1,018,395. In 2001, the valuation allowance was reduced to zero as based upon the Company’s ability to generate profits, a valuation allowance was no longer deemed necessary.

F-88

Nordural hf

Statement of Income
for the Three Months Ended March 31, 2004

(Unaudited)

	IS GAAP			US GAAP			US GAAP
	2004			Adjustments			2004
Net sales	$	29,386,505					$	29,386,505
Cost of goods sold		18,021,029		$	(72,333	)(4(b))		17,948,696
Gross profit		11,365,476			72,333			11,437,809
General and administrative expenses		—						—
Depreciation and amortization		3,548,699			(158,703	)(4(a))		3,456,573
					66,577	(4(b))
Profit before interest and taxes		7,816,777			164,459			7,981,236
Interest expenses		(1,326,586	)					(1,326,586	)
Investment income		108,062						108,062
Profit before taxes		6,598,253			164,459			6,762,712
Income tax		(1,187,685	)		(29,603	)(4(d))		(1,217,288	)
Net profit	$	5,410,568		$	134,856		$	5,545,424

F-89

Nordural hf

Statement of Income
for the Three Months Ended March 31, 2003

(Unaudited)

	IS GAAP			US GAAP			US GAAP
	2003			Adjustments			2003
Net sales	$	24,645,651					$	24,645,651
Cost of goods sold		16,449,741		$	(43,845	)(4(b))		16,405,896
Gross profit		8,195,910			43,845			8,239,755
General and administrative expenses		—						—
Depreciation and amortization		3,806,165			(106,749	)(4(a))		3,759,927
					60,511	(4(b))
Profit before interest and taxes		4,389,745			90,083			4,479,828
Interest expenses		(1,314,599	)					(1,314,599	)
Investment income		59,042						59,042
Profit before taxes		3,134,188			90,083			3,224,271
Income tax		(564,154	)		(16,215	)(4(d))		(580,369	)
Net profit	$	2,570,034		$	73,868		$	2,643,902

F-90

Nordural hf

Balance Sheet
as of March 31, 2004

(Unaudited)

	IS GAAP			US GAAP			US GAAP
	2004			Adjustments			2004
Assets
Current assets
Cash	$	14,379,749					$	14,379,749
Accounts receivable		9,327,007						9,327,007
Advance to parent company		3,276,641						3,276,641
Inventory and supplies		12,320,288						12,320,288
Prepaid cost		1,290,806		$	(171,000	)(4(c))		1,119,806
Taxes receivable		1,368,510						1,368,510
Total current assets		41,963,001			(171,000	)		41,792,001
Long-term assets
Property, plant and equipment, net		214,140,817			765,508	(4(b))		214,906,325
Other assets		13,717,382			(702,156	)(4(a))		13,015,226
Total long-term assets		227,858,199			63,352			227,921,551
Total assets	$	269,821,200		$	(107,648	)	$	269,713,552
Liabilities and Stockholder’s Equity
Current liabilities
Accounts payable	$	6,238,212					$	6,238,212
Accounts payable, parent company		146,559						146,559
Accrued interest		133,180						133,180
Accrued liabilities		2,043,655						2,043,655
Current portion of long-term liabilities		14,375,000						14,375,000
		22,936,606			—			22,936,606
Long-term liabilities
Senior credit facility		178,321,500						178,321,500
Debt payable to bank		2,619,640						2,619,640
Smelter site lease agreement		7,361,571						7,361,571
Other long-term liabilities		2,419,045			789,559	(4(b))		3,208,604
Deferred income taxes		5,627,270			(168,298	)(4(d))		5,458,972
		196,349,026			621,261			196,970,287
Current portion of long-term liabilities		(14,375,000	)		—			(14,375,000	)
		181,974,026			621,261			182,595,287
Total liabilities		204,910,632			621,261			205,531,893
Commitments and mortgages
Stockholder’s equity
Capital stock		59,500,000						59,500,000
Accumulated other comprehensive loss		—			(140,220	)(4(c))		(140,220	)
Retained earnings		5,410,568			(588,689	)(4(e))		4,821,879
		64,910,568			(728,909	)		64,181,659
Total equity and liabilities	$	269,821,200		$	(107,648	)	$	269,713,552

F-91

Nordural hf

Balance Sheet
as of December 31, 2003

(Unaudited)

	IS GAAP			US GAAP			US GAAP
	2003			Adjustments			2003
Assets
Current assets
Cash	$	9,898,090					$	9,898,090
Accounts receivable		5,897,351						5,897,351
Advance to parent company		14,876,843						14,876,843
Inventory and supplies		12,634,998						12,634,998
Prepaid cost		366,383			(280,293	)(4(c))		86,090
Taxes receivable		1,296,825						1,296,825
Total current assets		44,970,490			(280,293	)		44,690,197
Long-term assets
Property, plant and equipment, net		215,897,001			832,085	(4(b))		216,729,086
Other assets		13,925,811			(860,859	)(4(a))		13,064,952
Total long-term assets		229,822,812			(28,774	)		229,794,038
Total assets	$	274,793,302		$	(309,067	)	$	274,484,235
Liabilities and Stockholder’s Equity
Current liabilities
Accounts payable	$	6,463,226					$	6,463,226
Accounts payable, parent company		146,559						146,559
Accrued interest		135,831						135,831
Accrued liabilities		1,931,894						1,931,894
Current portion of long-term liabilities		14,410,808						14,410,808
		23,088,318			—			23,088,318
Long-term liabilities
Senior credit facility		178,321,500						178,321,500
Debt payable to bank		2,692,065						2,692,065
Smelter site lease agreement		7,421,441						7,421,441
Other long-term liabilities		2,140,999			861,892	(4(b))		3,002,891
Deferred income taxes		4,439,585			(167,121	)(4(d))		4,272,464
		195,015,590			694,771			195,710,361
Current portion of long-term liabilities		(14,410,808	)					(14,410,808	)
		180,604,782			694,771			181,299,553
Total liabilities		203,693,100			694,771			204,387,871
Commitments and mortgages
Stockholder’s equity
Capital stock		59,500,000						59,500,000
Accumulated other comprehensive loss		—			(280,293	)(4(c))		(280,293	)
Retained earnings		11,600,202			(723,545	)(4(e))		10,876,657
		71,100,202			(1,003,838	)		70,096,364
Total equity and liabilities	$	274,793,302		$	(309,067	)	$	274,484,235

F-92

Nordural hf

Statements of Cash Flows
for the Three Months Ended March 31, 2003 and 2004
(Unaudited)

	US GAAP			US GAAP
	2003			2004
Cash flows from operating activities
Cash from operations:
Net profit	$	2,643,902		$	5,545,424
Items not affecting cash:
Depreciation and amortization		3,759,927			3,456,573
Changes in deferred tax liability		714,067			1,186,508
Gain on the sale of assets		—			—
		7,117,896			10,188,505
Decrease (increase) in operating assets
Accounts receivable and other current assets		(4,807,598	)		(4,535,057	)
Inventories		1,649,761			314,710
Decrease in accounts receivable, parent company		2,341,041			11,600,202
Increase (decrease) in operating liabilities
Accounts payable		(1,778,375	)		(225,014	)
Accounts payable, parent company		—			—
Accrued interest and liabilities		(481,811	)		248,957
		(3,076,982	)		7,403,798
Net cash provided by operating activities		4,040,914			17,592,303
Cash flows (to) investing activities
Investment in property, plant and equipment		(168,837	)		(1,583,860	)
Investment in other assets		—			—
Assets sold		—			—
		(168,837	)		(1,583,860	)
Cash flows from (to) financing activities
New long-term liabilities		182,745			205,713
Payment of long-term liabilities		(2,125,002	)		(132,295	)
Changes in current liabilities due to expansion		—			—
Dividend paid		(2,907,848	)		(11,600,202	)
Repurchase of capital stock		—			—
		(4,850,105	)		(11,526,784	)
Net increase (decrease) in cash		(978,028	)		4,481,659
Cash, beginning of period		16,712,627			9,898,090
Cash, end of period	$	15,734,599		$	14,379,749

F-93

Nordural hf

NOTES TO FINANCIAL STATEMENTS
Three month periods ended March 31, 2004 and 2003
(Unaudited)

1. General

     The accompanying unaudited interim financial statements of Nordural hf should be read in conjunction with the audited financial statements for the year ended December 31, 2003. In management’s opinion, the unaudited interim financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented.

2. Inventories and Supplies

Inventories and supplies are as follows,

	December 31,		March 31,
	2003		2004
Aluminum in pots	$	1,983,600	$	1,983,600
Molten/bath chemicals		1,345,583		1,345,583
Carbon anodes		2,140,808		2,246,492
Lining material		1,952,312		1,910,749
Materials and supplies		5,212,695		4,833,864
	$	12,634,998	$	12,320,288

3. Supplemental Cash Flow Information

	Three months ended March		Three months ended March
	31, 2003		31, 2004
Cash paid for:
Interest	$	1,987,740	$	1,289,741
Cash received for:
Interest	$	1,314	$	2,327

F-94

Nordural hf

NOTES TO FINANCIAL STATEMENTS – (Continued)

4.   Summary of Differences between Icelandic and U.S. Generally Accepted Accounting Principles (GAAP)

     The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in Iceland (Icelandic GAAP) which differ in certain material respects from accounting principles generally accepted in the United States (U.S. GAAP). The following is a summary of the material adjustments which would have been required, if U.S. GAAP had been applied instead of Icelandic GAAP and a summary of the principal differences applicable to the financial statements.

     a. Deferred financing costs

     Under Icelandic GAAP, the Company capitalizes all bank fees and third party costs associated with refinancing the senior credit facility. In addition, upon refinancing, deferred costs have been amortized over the original term of the related facility regardless of whether a refinancing has extended the term.

     Under U.S. GAAP, fees paid to a bank upon refinancing may be deferred and amortized over the term of the credit facility. However, all third party costs associated with a refinancing that is not debt extinguishment must be expensed. In addition, any unamortized costs from an earlier financing may be amortized over the term of the new, refinanced credit facility.

     b. Capital leases

     Under Icelandic GAAP, payments associated with equipment leases whose term approximates the useful life of the associated equipment may be expensed as incurred, even though title to equipment passes to the lessee at the end of the term.

     Under U.S. GAAP, if there is a bargain purchase option at the end of the lease or title to equipment transfers to the lessee, then these leases shall be accounted for as capital leases. Under U.S. GAAP, at the onset of a lease, the cost of the equipment is recorded in the assets of the company as property, plant and equipment while a corresponding liability entitled Obligation under Capital Lease is recorded. As payments are made on the leases, the liability is reduced and the interest portion of each payment is recorded as expense in the income statement, and the balance of a payment is recorded as interest expense in the income statement.

     c. Derivative financial instruments

     Under Icelandic GAAP, the cost of financial derivatives undertaken for the purpose of hedging the future price volatility of a commodity are deferred and recorded in sales concurrent with the sale of the commodity that was hedged. The requirements for hedge accounting under U.S. GAAP are more prescriptive than those under Icelandic GAAP. Under U.S. GAAP, to qualify for hedge accounting, commodity derivatives must not only be designated as hedges, but at inception and throughout the term of the contract there must be a high correlation between the market values of the contracts and the commodity being hedged. The volume of the commodity being hedged correlates sufficiently with the notional amounts of the commodities derivative instruments to qualify for hedge accounting. Given the nature of these contracts, they are accounted for as cash flow hedges. Therefore, under U.S. GAAP these contracts are marked to market at the balance sheet dates with any difference between the market value and the carrying amount recorded in the equity section of the balance sheet as other comprehensive income (loss).

F-95

Nordural hf

NOTES TO FINANCIAL STATEMENTS – (Continued)

     d. Deferred income taxes

     Under Icelandic GAAP, prior to 2003, deferred income taxes were not required to be recorded in the financial statements of a company. Rather, footnote disclosure of the items that caused a difference between book income and taxable income was made. Beginning in 2003, it was required that deferred taxes be recorded in the financial statements.

     Under U.S. GAAP, deferred taxes are accounted for on all temporary differences, including those resulting from other U.S. GAAP adjustments, and a valuation allowance is established to reduce deferred tax assets to the amount which more likely than not will not be realized in future periods based on current estimates of future taxable income, along with proper tax planning strategies.

     e. Stockholders equity and other comprehensive income

     Effect on net profit of differences between Icelandic GAAP and U.S. GAAP:

	Three months ended			Three months ended
	March 31,			March 31,
	2003			2004
Net profit under Icelandic GAAP	$	2,570,034		$	5,410,568
U.S. GAAP adjustments:
Deferred financing costs		106,749			158,703
Capital leases		(16,666	)		5,756
Income taxes		(16,215	)		(29,603	)
Net income under U.S. GAAP		2,643,902			5,545,424
Other comprehensive income:
Unrealized gains (losses) on hedging transactions, net of tax of $62,297 and $30,780 in 2003 and 2004		(283,796	)		(140,220	)
Other comprehensive income	$	2,360,106		$	5,405,204

Effect on Stockholder’s Equity of differences between Icelandic GAAP and U.S. GAAP:

	December 31,			March 31,
	2003			2004
Stockholder’s equity under Icelandic GAAP	$	71,100,202		$	64,910,568
Adjustments:
Deferred financing costs		(860,859	)		(702,156	)
Capital leases		(29,807	)		(24,051	)
Deferred income taxes		167,121			137,518
Cumulative unrealized losses on hedging transactions, net of income taxes		(280,293	)		(140,220	)
Stockholder’s equity under U.S. GAAP	$	70,096,364		$	64,181,659

F-96

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

     Century Aluminum Company is a Delaware corporation. In accordance with Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), the restated certificate of incorporation of Century Aluminum Company contains a provision to limit the personal liability of our directors for violations of their fiduciary duties. This provision eliminates each director’s liability to Century Aluminum Company or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability: (i) for any breach of the director’s duty of loyalty to Century Aluminum Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL providing for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemption, or (iv) for any transaction from which the director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including such actions involving gross negligence.

     Section 145 of the DGCL provides that a corporation may indemnify any person, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of such corporation, as a director, officer, employee or agent of another corporation. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually or reasonably incurred. The restated certificate of incorporation for Century Aluminum Company provides for indemnification to fullest extent permitted by Section 145 of the DGCL of all persons who we have the power to indemnify under such section. The restated by-laws for Century Aluminum Company provide for indemnification of officers and directors to the fullest extent permitted by the DGCL.

     In addition, we maintain officers’ and directors’ liability insurance which insures against liabilities that our officers and directors may incur in such capacities.

Item 21. Exhibits and Financial Statements Schedules.

(a) Exhibits

Exhibit
Number		Description of Exhibit
	2.1	Asset Purchase Agreement, dated as of April 1, 2003, by and among Glencore, Ltd., Glencore Acquisition I LLC, Hancock Aluminum LLC and Century Aluminum Company (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
	2.2	Secured Promissory Note, dated April 1, 2003, by Century Aluminum Company in favor of Glencore Acquisition I LLC for the principal amount of $40 million (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
	2.3	Secured Promissory Note, dated April 1, 2003, by Century Aluminum Company in favor of Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).

II-1

Exhibit
Number		Description of Exhibit
	2.4	Guaranty Agreement, dated as April 1, 2003, by and among Hancock Aluminum LLC, Century Kentucky, Inc., NSA Ltd., Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Metalsco, Ltd., Skyliner, Inc. for the benefit of Glencore Acquisition I LLC and Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
	2.5	Security Agreement, dated as of April 1, 2003, by and among Hancock Aluminum LLC, Glencore Ltd. and Glencore Acquisition I LLC (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
	3.1	Restated Certificate of Incorporation of Century Aluminum Company, as amended (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	3.2	Amended and Restated Bylaws of Century Aluminum Company (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	4.1	Purchase Agreement for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated March 28, 2001, by and among Century Aluminum Company, Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc. and Virgin Islands Alumina Corporation LLC and Credit Suisse First Boston Corporation and Fleet Securities, Inc., as Initial Purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
	4.2	Indenture for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated April 2, 2001, by and among Century Aluminum Company, the Guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
	4.3	Amendment to Indenture for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated as of May 5, 2003, by and among Century Aluminum Company, the Guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	4.4	Third Supplemental Indenture for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated as of August 6, 2004, among Century Aluminum Company, the guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on September 1, 2004).
	4.5	Registration Rights Agreement for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated April 2, 2001, by and among Century Aluminum Company, the Guarantors party thereto and Credit Suisse First Boston Corporation and Fleet Securities, Inc., as Initial Purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
	4.6	Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of April 2, 2001, from NSA, Ltd. for the benefit of Wilmington Trust Company, as collateral agent (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
	4.7	Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, dated as of April 2, 2001, from Century Aluminum of West Virginia, Inc. for the benefit of Wilmington Trust Company, as collateral agent (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
	4.8	Pledge and Security Agreement, dated as of April 2, 2001, by Century Aluminum Company as Pledgor and the other Pledgors party thereto in favor of Wilmington Trust Company, as collateral agent (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K

II-2

Exhibit
Number		Description of Exhibit
		filed on April 17, 2001).
	4.9	Purchase Agreement for Century Aluminum Company’s 7.5% Senior Notes, dated August 10, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Credit Suisse First Boston LLC, as representative of the several purchasers (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	4.10	Indenture for Century Aluminum Company’s 7.5% Senior Notes, dated as of August 26, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed September 1, 2004).
	4.11	Registration Rights Agreement for Century Aluminum Company’s 7.5% Senior Notes, dated as of August 26, 2004, among Century Aluminum Company, the guarantors party thereto and Credit Suisse First Boston LLC, as Representative of the Initial Purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed September 1, 2004).
	4.12	Purchase Agreement for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of July 30, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as representative of the several purchasers (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	4.13	Indenture for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of August 9, 2004, between Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on November 1, 2004).
	4.14	Supplemental Indenture No. 1 for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of October 26, 2004, among Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on November 1, 2004).
	4.15	Supplemental Indenture No. 2 for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of October 26, 2004, among Century Aluminum Company, as issuer, the guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on November 1, 2004).
	4.16	Registration Rights Agreement for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of August 9, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as representative of the initial purchasers set forth therein. (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, Registration No. 333-121255).
	5.1	Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP.
	10.1	Agreement, dated June 12, 1992, by and between Ravenswood Aluminum Corporation and United Steelworkers of America AFL-CIO, Local 5668 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.2	Agreement, dated November 30, 1994, by and between Ravenswood Aluminum Corporation and United Steelworkers of America AFL-CIO, Local 5668 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.3	Extension of Labor Agreement, dated February 21, 2002, by and between Century Aluminum of West Virginia, Inc. and the United Steelworkers of America AFL-CIO (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).

II-3

Exhibit
Number		Description of Exhibit
	10.4	Amended and Restated Employment Agreement, effective as of December 9, 2003, by and between Century Aluminum Company and Craig A. Davis (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
	10.5	Employment Agreement, effective as of January 1, 2002, by and between Century Aluminum Company and Gerald J. Kitchen (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).**
	10.6	Amendment Agreement, effective as of December 9, 2003, by and between Century Aluminum Company and Gerald J. Kitchen. (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
	10.7	Employment Agreement, effective as of January 1, 2002, by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).**
	10.8	Amendment Agreement, effective as of December 9, 2003, by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
	10.9	Employment Agreement, effective as October 14, 2003, by and between Century Aluminum Company and E. Jack Gates (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
	10.10	Form of Severance Agreement by and between Century Aluminum Company and Craig A. Davis (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
	10.11	Amendment to Severance Protection Agreement by and between Century Aluminum Company and Craig A. Davis (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
	10.12	Form of Severance Agreement between Century Aluminum Company and Gerald A. Meyers (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
	10.13	Amendment to Severance Protection Agreement between Century Aluminum Company and Gerald A. Meyers (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
	10.14	Severance Letter, dated October 15, 2003, by and between Century Aluminum Company and Gerald A. Meyers (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
	10.15	Form of Severance Agreement by and between Century Aluminum Company and Gerald J. Kitchen (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
	10.16	Amendment to Severance Protection Agreement by and between Century Aluminum Company and Gerald J. Kitchen (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
	10.17	Form of Severance Agreement by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
	10.18	Amendment to Severance Protection Agreement by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
	10.19	Severance Protection Agreement, dated as of October 14, 2003, by and between Century Aluminum Company and E. Jack Gates (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**

II-4

Exhibit
Number		Description of Exhibit
	10.20	1996 Stock Incentive Plan as amended through June 28, 2001 (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).**
	10.21	Non-Employee Directors Stock Option Plan (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
	10.22	Amended and Restated Asset Purchase Agreement, dated as of December 13, 1988, by and between Kaiser Aluminum & Chemical Corporation and Ravenswood Acquisition Corporation (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.23	Acquisition Agreement, dated July 19, 1995, by and between Virgin Islands Alumina Corporation and St. Croix Alumina, L.L.C. (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.24	Ravenswood Environmental Services Agreement, dated as of February 7, 1989, by and between Kaiser Aluminum & Chemical Corporation and Ravenswood Aluminum Corporation (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.25	Asset Purchase Agreement, dated as of March 31, 2000, by and between Xstrata Aluminum Corporation and Berkeley Aluminum, Inc. (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed April 20, 2000).
	10.26	Form of Tax Sharing Agreement (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.27	Form of Disaffiliation Agreement (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.28	Amended and Restated Owners Agreement, dated as of January 26, 1996, by and between Alumax of South Carolina, Inc., Berkeley Aluminum, Inc. and Glencore Primary Aluminum Company LLC (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
	10.29	Century Aluminum Company 1996 Stock Incentive Plan Implementation Guidelines (as amended December 14, 2001) (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).**
	10.30	Limited Term Firm Power Supply Agreement, dated as of June 28, 1996, by and between Ravenswood Aluminum Corporation and Ohio Power Company (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 1996).
	10.31	Amendment No. 1 to the Limited Term Firm Power Supply Agreement, dated as of June 28, 1996, by and between Ravenswood Aluminum Corporation and Ohio Power Company (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
	10.32	Century Aluminum Company Incentive Compensation Plan (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).**
	10.33	Revolving Credit Agreement, dated as of April 2, 2001, by and among Century Aluminum Company, Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc., Metalsco, Ltd. and NSA, Ltd., as borrowers, the lending institutions listed on Schedule 1 thereto as Lenders, Fleet Capital Corporation as Agent, Fleet Securities Inc. as Arranger, and Credit Suisse First Boston, Inc. as Syndication Agent (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
	10.34	Collective Bargaining Agreement, effective April 2, 2001, by and between Century Aluminum of Kentucky, LLC and the United Steelworkers of America, AFL-CIO-CLC (incorporated by

II-5

Exhibit
Number		Description of Exhibit
		reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
	10.35	Owners Agreement, dated as of April 2, 2001, by and among NSA, Ltd., Glencore Acquisition I LLC and Century Aluminum Kentucky, LLC (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
	10.36	Shared Services Agreement, dated April 2, 2001, by and among Century Aluminum Company, NSA, Ltd., Glencore Acquisition I LLC and Southwire Company (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
	10.37	1996 Stock Incentive Plan Implementation Guidelines (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K/A for the year ended December 31, 2001, filed on June 4, 2002).**
	10.38	Century Aluminum Company Supplemental Retirement Income Benefit Plan (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).**
	10.39	Alumina Supply Contract, dated January 1, 2001, by and between Century Aluminum of West Virginia and Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
	10.40	Alumina Supply Contract, dated January 1, 2001, by and between Berkeley Aluminum and Glencore AG (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
	10.41	Alumina Purchase Agreement, dated as of December 18, 1997, by and between Kaiser Aluminum & Chemical Corporation and Southwire Company (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	10.42	Consent to Assignment and Guarantee, dated as of April 2, 2001, by and among Kaiser Aluminum & Chemical Corporation, Century Aluminum Corporation and Century Aluminum of Kentucky L.L.C. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	10.43	Alumina Purchase Agreement, dated as of May 26, 2003, by and between Kaiser Aluminum & Chemical Corporation and Century Aluminum of Kentucky L.L.C. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
	10.44	Consent and Second Amendment to Revolving Credit Agreement, dated as of March 31, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Metalsco, Ltd., NSA, Ltd., the lending institutions that are or may become parties thereto, and Fleet Capital Corporation (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
	10.45	Senior Facility Agreement, dated September 2, 2003, among Nordural hf, Royal Bank of Scotland PLC, BNP Paribas S.A., Fortis Bank (Nederland, N.V.) (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
	10.46	Amendment Agreement, dated April 27, 2004, among Nordural hf, Century Aluminum Company, Nordural Holdings I eHf, Nordural Holdings II eHf, Columbia Ventures Corporation, BNP Paribas S.A., and the Royal Bank of Scotland PLC (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
	10.47	Purchase Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical Corporation, Kaiser Bauxite Company, Gramercy Alumina LLC and St. Ann Bauxite Limited (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).***
	10.48	Tolling Agreement, dated August 1, 2004, between Century Aluminum Company and Glencore

II-6

Exhibit
Number		Description of Exhibit
		Ltd. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).****
	10.49	Consent and Third Amendment to Revolving Credit Agreement, dated as of August 4, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd. and NSA Ltd., as Borrowers, the Lenders and Fleet Capital Corporation as agent for the Lenders (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	10.50	Consent and Fourth Amendment to Revolving Credit Agreement, dated as of October 29, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd., and NSA Ltd., as Borrowers, the Lenders, Fleet Capital Corporation, as agent for the Lenders, and Skyliner, Inc., Virgin Islands Alumina Corporation LLC, and Hancock Aluminum LLC, as Guarantors (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on December 29, 2004).
	10.51	Form of Loan Agreement, among Nordural ehf., the several lenders from time to time parties thereto, Landsbanki Islands hf., as administrative agent and Kaupthing Bank hf., as security trustee.
	10.52	Accounts Pledge Agreement, dated as of February 10, 2005, among Nordural ehf., Kaupthing Bank hf., as security trustee and Kaupthing Bank hf. and Landsbanki Íslands hf. as account banks.
	10.53	Declaration of Pledge, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee.
	10.54	Securities Pledge Agreement, dated as of February 10, 2005, among Nordural Holdings I ehf., Nordural Holdings II ehf., Nordural ehf. and Kaupthing Bank hf., as security trustee.
	10.55	General Bond, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee.
	12.1	Computation of ratio of earnings to fixed charges.*
	21.1	List of Subsidiaries. *
	23.1	Consent of Deloitte & Touche LLP.
	23.2	Consent of PricewaterhouseCoopers hf.
	23.3	Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in Exhibit 5.1).
	24.1	Powers of Attorney.*
	25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Wilmington Trust Company, as trustee under the Indenture on Form T-1.*
	99.1	Form of Letter of Transmittal.
	99.2	Form of Notice of Guaranteed Delivery.
	99.3	Form of Instructions to Registered Holder and/or DTC Participant from Beneficial Owner.

*	Previously filed with this Registration Statement on Form S-4.
**	Management contract or compensatory plan.

II-7

***	Schedules and exhibits are omitted and will be furnished to the Securities and Exchange Commission upon request.
****	Confidential information was omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission

(b)	Financial Statement Schedules
	Report of Independent Registered Public Accounting Firm
	Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2003, 2002 and 2001.

II-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Century Aluminum Company:

     We have audited the consolidated financial statements of Century Aluminum Company and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated February 9, 2004, which report expresses an unqualified opinion and includes an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 21 of this Registration Statement. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP
 

/s/ Deloitte & Touche LLP  

Pittsburgh, Pennsylvania 
February 9, 2004

II-9

CENTURY ALUMINUM COMPANY

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

	Balance at		Charged To				Balance at
	Beginning		Cost and				End of
	of Period		Expense		Deductions		Period
			(Dollars in Thousands)
YEAR ENDED DECEMBER 31, 2001:
Allowance for doubtful trade accounts receivable	$	285	$	4,431	$	371	$	4,345
YEAR ENDED DECEMBER 31, 2002:
Allowance for doubtful trade accounts receivable	$	4,345	$	—	$	292	$	4,053
YEAR ENDED DECEMBER 31, 2003:
Allowance for doubtful trade accounts receivable	$	4,053	$	—	$	85	$	3,968

II-10

Item 22. Undertakings.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-11

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

CENTURY ALUMINUM COMPANY
By:	/s/ David W. Beckley
	Name:	David W. Beckley
	Title:	Executive Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
* Craig A. Davis	Chairman and Chief Executive Officer (Principal Executive Officer)	February 11, 2005
/s/ David W. Beckley David W. Beckley	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 11, 2005
* Roman A. Bninski	Director	February 11, 2005
* John C. Fontaine	Director	February 11, 2005
* John P. O’Brien	Director	February 11, 2005
* Stuart M. Schreiber	Director	February 11, 2005

II-12

SIGNATURE	TITLE	DATE
* Willy R. Strothotte	Director	February 11, 2005
* Robert E. Fishman	Director	February 11, 2005

* By: /s/ Gerald J. Kitchen
Gerald J. Kitchen, as Attorney-in-Fact

II-13

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

CENTURY KENTUCKY, INC.
By:	/s/ E. Jack Gates
	Name:	E. Jack Gates
	Title:	President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer) and Director	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-14

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

METALSCO, LTD.
By:	/s/ E. Jack Gates
	Name:	E. Jack Gates
	Title:	President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer)	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-15

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

SKYLINER, INC.
By:	/s/ E. Jack Gates
	Name:	E. Jack Gates
	Title:	President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer)	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-16

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

CENTURY ALUMINUM OF WEST VIRGINIA, INC.
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer) and Director	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-17

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

BERKELEY ALUMINUM, INC.
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer)	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-18

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

VIRGIN ISLANDS ALUMINA CORPORATION LLC
By: CENTURY ALUMINUM OF WEST VIRGINIA, INC.
Its: Sole Member
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer)	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-19

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

HANCOCK ALUMINUM LLC
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer)	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Manager	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Manager	February 11, 2005

II-20

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

NSA, LTD
By: METALSCO LTD.
Its: General Partner
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer) of Metalsco Ltd.	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director of Metalsco Ltd.	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director of Metalsco Ltd.	February 11, 2005

II-21

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

CENTURY ALUMINUM HOLDINGS, INC.
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer) and Director	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-22

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 11, 2005.

CENTURY LOUISIANA, INC.
By:	/s/ E. Jack Gates
	Name: E. Jack Gates
	Title: President

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer) and Director	February 11, 2005
/s/ David W. Beckley David W. Beckley	Vice President (Principal Financial Officer and Principal Accounting Officer) and Director	February 11, 2005
/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 11, 2005

II-23

INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
2.1	Asset Purchase Agreement, dated as of April 1, 2003, by and among Glencore, Ltd., Glencore Acquisition I LLC, Hancock Aluminum LLC and Century Aluminum Company (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
2.2	Secured Promissory Note, dated April 1, 2003, by Century Aluminum Company in favor of Glencore Acquisition I LLC for the principal amount of $40 million (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
2.3	Secured Promissory Note, dated April 1, 2003, by Century Aluminum Company in favor of Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
2.4	Guaranty Agreement, dated as April 1, 2003, by and among Hancock Aluminum LLC, Century Kentucky, Inc., NSA Ltd., Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Metalsco, Ltd., Skyliner, Inc. for the benefit of Glencore Acquisition I LLC and Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
2.5	Security Agreement, dated as of April 1, 2003, by and among Hancock Aluminum LLC, Glencore Ltd. and Glencore Acquisition I LLC (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2003).
3.1	Restated Certificate of Incorporation of Century Aluminum Company, as amended (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
3.2	Amended and Restated Bylaws of Century Aluminum Company (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
4.1	Purchase Agreement for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated March 28, 2001, by and among Century Aluminum Company, Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc. and Virgin Islands Alumina Corporation LLC and Credit Suisse First Boston Corporation and Fleet Securities, Inc., as Initial Purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
4.2	Indenture for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated April 2, 2001, by and among Century Aluminum Company, the Guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
4.3	Amendment to Indenture for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated as of May 5, 2003, by and among Century Aluminum Company, the Guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
4.4	Third Supplemental Indenture for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated as of August 6, 2004, among Century Aluminum Company, the guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on September 1, 2004).

II-24

Exhibit
Number	Description of Exhibit
4.5	Registration Rights Agreement for Century Aluminum Company’s 11.75% Senior Secured First Mortgage Notes, dated April 2, 2001, by and among Century Aluminum Company, the Guarantors party thereto and Credit Suisse First Boston Corporation and Fleet Securities, Inc., as Initial Purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
4.6	Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of April 2, 2001, from NSA, Ltd. for the benefit of Wilmington Trust Company, as collateral agent (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
4.7	Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing, dated as of April 2, 2001, from Century Aluminum of West Virginia, Inc. for the benefit of Wilmington Trust Company, as collateral agent (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
4.8	Pledge and Security Agreement, dated as of April 2, 2001, by Century Aluminum Company as Pledgor and the other Pledgors party thereto in favor of Wilmington Trust Company, as collateral agent (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on April 17, 2001).
4.9	Purchase Agreement for Century Aluminum Company’s 7.5% Senior Notes, dated August 10, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Credit Suisse First Boston LLC, as representative of the several purchasers (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
4.10	Indenture for Century Aluminum Company’s 7.5% Senior Notes, dated as of August 26, 2004, among Century Aluminum Company as issuer, the guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed September 1, 2004).
4.11	Registration Rights Agreement for Century Aluminum Company’s 7.5% Senior Notes, dated as of August 26, 2004, among Century Aluminum Company, the guarantors party thereto and Credit Suisse First Boston LLC, as Representative of the Initial Purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed September 1, 2004).
4.12	Purchase Agreement for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of July 30, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as representative of the several purchasers (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
4.13	Indenture for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of August 9, 2004, between Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on November 1, 2004).
4.14	Supplemental Indenture No. 1 for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of October 26, 2004, among Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on November 1, 2004).
4.15	Supplemental Indenture No. 2 for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of October 26, 2004, among Century Aluminum Company, as issuer, the guarantors party thereto and Wilmington Trust Company, as trustee (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on November 1, 2004).

II-25

Exhibit
Number	Description of Exhibit
4.16	Registration Rights Agreement for Century Aluminum Company’s 1.75% Convertible Senior Notes, dated as of August 9, 2004, between Century Aluminum Company and Credit Suisse First Boston LLC, as representative of the initial purchasers set forth therein. (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, Registration No. 333-121255).
5.1	Opinion of Curtis, Mallet-Prevost, Colt & Mosle LLP.
10.1	Agreement, dated June 12, 1992, by and between Ravenswood Aluminum Corporation and United Steelworkers of America AFL-CIO, Local 5668 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.2	Agreement, dated November 30, 1994, by and between Ravenswood Aluminum Corporation and United Steelworkers of America AFL-CIO, Local 5668 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.3	Extension of Labor Agreement, dated February 21, 2002, by and between Century Aluminum of West Virginia, Inc. and the United Steelworkers of America AFL-CIO (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.4	Amended and Restated Employment Agreement, effective as of December 9, 2003, by and between Century Aluminum Company and Craig A. Davis (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
10.5	Employment Agreement, effective as of January 1, 2002, by and between Century Aluminum Company and Gerald J. Kitchen (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).**
10.6	Amendment Agreement, effective as of December 9, 2003, by and between Century Aluminum Company and Gerald J. Kitchen. (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
10.7	Employment Agreement, effective as of January 1, 2002, by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).**
10.8	Amendment Agreement, effective as of December 9, 2003, by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
10.9	Employment Agreement, effective as October 14, 2003, by and between Century Aluminum Company and E. Jack Gates (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
10.10	Form of Severance Agreement by and between Century Aluminum Company and Craig A. Davis (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
10.11	Amendment to Severance Protection Agreement by and between Century Aluminum Company and Craig A. Davis (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
10.12	Form of Severance Agreement between Century Aluminum Company and Gerald A. Meyers (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
10.13	Amendment to Severance Protection Agreement between Century Aluminum Company and Gerald A. Meyers (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**

II-26

Exhibit
Number	Description of Exhibit
10.14	Severance Letter, dated October 15, 2003, by and between Century Aluminum Company and Gerald A. Meyers (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
10.15	Form of Severance Agreement by and between Century Aluminum Company and Gerald J. Kitchen (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
10.16	Amendment to Severance Protection Agreement by and between Century Aluminum Company and Gerald J. Kitchen (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
10.17	Form of Severance Agreement by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
10.18	Amendment to Severance Protection Agreement by and between Century Aluminum Company and David W. Beckley (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999).**
10.19	Severance Protection Agreement, dated as of October 14, 2003, by and between Century Aluminum Company and E. Jack Gates (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).**
10.20	1996 Stock Incentive Plan as amended through June 28, 2001 (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).**
10.21	Non-Employee Directors Stock Option Plan (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).**
10.22	Amended and Restated Asset Purchase Agreement, dated as of December 13, 1988, by and between Kaiser Aluminum & Chemical Corporation and Ravenswood Acquisition Corporation (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.23	Acquisition Agreement, dated July 19, 1995, by and between Virgin Islands Alumina Corporation and St. Croix Alumina, L.L.C. (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.24	Ravenswood Environmental Services Agreement, dated as of February 7, 1989, by and between Kaiser Aluminum & Chemical Corporation and Ravenswood Aluminum Corporation (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.25	Asset Purchase Agreement, dated as of March 31, 2000, by and between Xstrata Aluminum Corporation and Berkeley Aluminum, Inc. (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed April 20, 2000).
10.26	Form of Tax Sharing Agreement (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.27	Form of Disaffiliation Agreement (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.28	Amended and Restated Owners Agreement, dated as of January 26, 1996, by and between Alumax of South Carolina, Inc., Berkeley Aluminum, Inc. and Glencore Primary Aluminum Company LLC (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).
10.29	Century Aluminum Company 1996 Stock Incentive Plan Implementation Guidelines (as amended December 14, 2001) (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).**

II-27

Exhibit
Number	Description of Exhibit
10.30	Limited Term Firm Power Supply Agreement, dated as of June 28, 1996, by and between Ravenswood Aluminum Corporation and Ohio Power Company (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 1996).
10.31	Amendment No. 1 to the Limited Term Firm Power Supply Agreement, dated as of June 28, 1996, by and between Ravenswood Aluminum Corporation and Ohio Power Company (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10.32	Century Aluminum Company Incentive Compensation Plan (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).**
10.33	Revolving Credit Agreement, dated as of April 2, 2001, by and among Century Aluminum Company, Century Aluminum of West Virginia, Inc., Berkeley Aluminum, Inc., Century Kentucky, Inc., Metalsco, Ltd. and NSA, Ltd., as borrowers, the lending institutions listed on Schedule 1 thereto as Lenders, Fleet Capital Corporation as Agent, Fleet Securities Inc. as Arranger, and Credit Suisse First Boston, Inc. as Syndication Agent (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
10.34	Collective Bargaining Agreement, effective April 2, 2001, by and between Century Aluminum of Kentucky, LLC and the United Steelworkers of America, AFL-CIO-CLC (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
10.35	Owners Agreement, dated as of April 2, 2001, by and among NSA, Ltd., Glencore Acquisition I LLC and Century Aluminum Kentucky, LLC (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
10.36	Shared Services Agreement, dated April 2, 2001, by and among Century Aluminum Company, NSA, Ltd., Glencore Acquisition I LLC and Southwire Company (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
10.37	1996 Stock Incentive Plan Implementation Guidelines (incorporated by reference to Century Aluminum Company’s Annual Report on Form 10-K/A for the year ended December 31, 2001, filed on June 4, 2002).**
10.38	Century Aluminum Company Supplemental Retirement Income Benefit Plan (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).**
10.39	Alumina Supply Contract, dated January 1, 2001, by and between Century Aluminum of West Virginia and Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.40	Alumina Supply Contract, dated January 1, 2001, by and between Berkeley Aluminum and Glencore AG (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.41	Alumina Purchase Agreement, dated as of December 18, 1997, by and between Kaiser Aluminum & Chemical Corporation and Southwire Company (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
10.42	Consent to Assignment and Guarantee, dated as of April 2, 2001, by and among Kaiser Aluminum & Chemical Corporation, Century Aluminum Corporation and Century Aluminum of Kentucky L.L.C. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).

II-28

Exhibit
Number	Description of Exhibit
10.43	Alumina Purchase Agreement, dated as of May 26, 2003, by and between Kaiser Aluminum & Chemical Corporation and Century Aluminum of Kentucky L.L.C. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
10.44	Consent and Second Amendment to Revolving Credit Agreement, dated as of March 31, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Metalsco, Ltd., NSA, Ltd., the lending institutions that are or may become parties thereto, and Fleet Capital Corporation (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
10.45	Senior Facility Agreement, dated September 2, 2003, among Nordural hf, Royal Bank of Scotland PLC, BNP Paribas S.A., Fortis Bank (Nederland, N.V.) (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
10.46	Amendment Agreement, dated April 27, 2004, among Nordural hf, Century Aluminum Company, Nordural Holdings I eHf, Nordural Holdings II eHf, Columbia Ventures Corporation, BNP Paribas S.A., and the Royal Bank of Scotland PLC (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
10.47	Purchase Agreement, dated as of May 17, 2004, among Kaiser Aluminum & Chemical Corporation, Kaiser Bauxite Company, Gramercy Alumina LLC and St. Ann Bauxite Limited (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).***
10.48	Tolling Agreement, dated August 1, 2004, between Century Aluminum Company and Glencore Ltd. (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).****
10.49	Consent and Third Amendment to Revolving Credit Agreement, dated as of August 4, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd. and NSA Ltd., as Borrowers, the Lenders and Fleet Capital Corporation as agent for the Lenders (incorporated by reference to Century Aluminum Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
10.50	Consent and Fourth Amendment to Revolving Credit Agreement, dated as of October 29, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd., and NSA Ltd., as Borrowers, the Lenders, Fleet Capital Corporation, as agent for the Lenders, and Skyliner, Inc., Virgin Islands Alumina Corporation LLC, and Hancock Aluminum LLC, as Guarantors (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed on December 29, 2004).
10.51	Form of Loan Agreement, among Nordural ehf., the several lenders from time to time parties thereto, Landsbanki Islands hf., as administrative agent and Kaupthing Bank hf., as security trustee.
10.52	Accounts Pledge Agreement, dated as of February 10, 2005, among Nordural ehf., Kaupthing Bank hf., as security trustee and Kaupthing Bank hf. and Landsbanki Íslands hf. as account banks.
10.53	Declaration of Pledge, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee.
10.54	Securities Pledge Agreement, dated as of February 10, 2005, among Nordural Holdings I ehf., Nordural Holdings II ehf., Nordural ehf. and Kaupthing Bank hf., as security trustee.
10.55	General Bond, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee.
12.1	Computation of ratio of earnings to fixed charges.*
21.1	List of Subsidiaries. *

II-29

Exhibit
Number	Description of Exhibit
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of PricewaterhouseCoopers hf.
23.3	Consent of Curtis, Mallet-Prevost, Colt & Mosle LLP (included in Exhibit 5.1).
24.1	Powers of Attorney.*
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Wilmington Trust Company, as trustee under the Indenture on Form T-1.*
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner.

*	Previously filed with this Registration Statement on Form S-4.
**	Management contract or compensatory plan.
***	Schedules and exhibits are omitted and will be furnished to the Securities and Exchange Commission upon request.
****	Confidential information was omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

II-30

EX-5.1

Curtis, Mallet-Prevost, Colt & Mosle llp Exhibit 5.1

		Attorneys and Counsellors at Law
Frankfurt	Muscat	101 Park Avenue	Telephone 212-696-6000
Houston	Paris	New York, New York 10178-0061	Facsimile 212-697-1559
London	Stamford		Voice Mail 212-696-6028
Mexico City	Washington, D.C.		E-Mail info@cm-p.com
Milan			Internet www.cm-p.com

February 11, 2005

Century Aluminum Company
2511 Garden Road, Suite 200
Monterey, CA 93940

Ladies and Gentlemen:

     We have acted as special counsel to Century Aluminum Company, a Delaware corporation (the “Company”), and Berkeley Aluminum, Inc., Century Aluminum Holdings, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Century Louisiana, Inc. and Skyliner, Inc., each a Delaware corporation, Hancock Aluminum LLC and Virgin Islands Alumina Corporation LLC, each a Delaware limited liability company, Metalsco, Ltd., a Georgia corporation, and NSA, Ltd., a Kentucky limited partnership (each individually referred to as a “Guarantor” and collectively as the “Guarantors”) in connection with the preparation of a Registration Statement on Form S-4 (Registration Statement No. 333-121729; as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange (the “Exchange Offer”) up to $250 million in principal amount of the Company’s 7.5% Senior Notes due 2014 (the “Exchange Notes”) for its outstanding 7.5% Senior Notes due 2014 (the “Outstanding Notes”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each a “Guarantee”) on a joint and several basis by each of the Guarantors.

     In connection herewith, we have examined and relied upon the Indenture, dated as of August 26, 2004 (the “Indenture”) among the Company, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”), and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

     In rendering this opinion, we have assumed, without any independent investigation or verification of any kind, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies. We also have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee and by any of the Guarantors that is not organized under the laws of Delaware.

curtis, mallet-prevost, colt & mosle llp		Century Aluminum Company
Attorneys and Counsellors at Law	Page 2	February 11, 2005

     Based upon the foregoing, it is our opinion that the Exchange Notes, upon valid tender of the Outstanding Notes to Wilmington Trust Company, as exchange agent for the Exchange Offer, and issuance of the Exchange Notes in exchange for such tendered Outstanding Notes in accordance with the terms of the Indenture and the Exchange Offer, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, and each Guarantee in respect of the Exchange Notes will have been validly issued and will constitute a valid and binding obligation of the respective Guarantor entitled to the benefits of the Indenture, in each case subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to preferences and fraudulent transfers), moratorium and similar laws affecting creditors’ rights generally and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), whether enforcement is considered in a proceeding in equity or at law, to the discretion of the court before which any proceeding therefor may be brought, to the extent that rights to indemnity may be limited by United States federal or state securities laws or the public policy underlying such laws, and to the extent that any waiver of rights or defenses contained in the Indenture or the Exchange Notes may be limited by applicable law and public policy considerations.

     This opinion is limited to questions arising under the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, including applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws, and the federal laws of the United States of America, and we express no opinion as to the laws of any other jurisdiction.

     We hereby consent to the reference to our name in the Registration Statement and in the related Prospectus under the caption “Legal Matters” and to the use of the foregoing opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

Very truly yours

/s/ Curtis, Mallet-Prevost, Colt & Mosle LLP

EX-10.51

                                                                   EXHIBIT 10.51
================================================================================

                                  $365,000,000

                                 LOAN AGREEMENT

                                      among

                                 NORDURAL EHF.,
                                  as Borrower,

              The Several Lenders from Time to Time Parties Hereto,

                             LANDSBANKI ISLANDS HF.,
                            as Administrative Agent,

                                       and

                               KAUPTHING BANK HF.,
                               as Security Trustee

                          Dated as of February 10, 2005

================================================================================

                 LANDSBANKI ISLANDS HF. and KAUPTHING BANK HF.,
                     as Joint Bookrunners and Lead Arrangers



                                TABLE OF CONTENTS



                                                                                         Page
                                                                                      
SECTION 1. DEFINITIONS                                                                     1

           1.1   Defined Terms..................................................           1
           1.2   Other Definitional Provisions..................................          16

SECTION 2. AMOUNT AND TERMS OF FACILITIES                                                 16

           2.1   Commitments....................................................          16
           2.2   Procedure for Borrowing........................................          16
           2.3   Repayment of Loans; Scheduled Commitment Reductions............          17
           2.4   Fees...........................................................          17
           2.5   Termination or Reduction of Commitments........................          17
           2.6   Optional Prepayments...........................................          18
           2.7   Mandatory Prepayments..........................................          18
           2.8   Continuation Options...........................................          18
           2.9   Limitations on Eurodollar Tranches.............................          18
           2.10  Interest Rates and Payment Dates...............................          18
           2.11  Computation of Interest and Fees...............................          19
           2.12  Inability to Determine Interest Rate...........................          19
           2.13  Pro Rata Treatment and Payments................................          19
           2.14  Requirements of Law............................................          20
           2.15  Taxes..........................................................          22
           2.16  Indemnity......................................................          23
           2.17  Illegality.....................................................          23
           2.18  Change of Lending Office.......................................          23
           2.19  Replacement of Lenders.........................................          24

SECTION 3. REPRESENTATIONS AND WARRANTIES                                                 24

           3.1   Financial Condition............................................          24
           3.2   No Change......................................................          25
           3.3   Existence; Compliance with Law.................................          25
           3.4   Power; Authorization; Enforceable Obligations..................          25
           3.5   No Legal Bar...................................................          25
           3.6   Litigation.....................................................          26
           3.7   No Default or Force Majeure....................................          26
           3.8   Ownership of Property; Liens...................................          26
           3.9   Intellectual Property..........................................          26
           3.10  Taxes..........................................................          26
           3.11  Margin Regulations.............................................          27
           3.12  Labor Matters..................................................          27
           3.13  Investment Company Act; Other Regulations......................          27
           3.14  No Subsidiaries................................................          27
           3.15  Use of Proceeds................................................          27
           3.16  Environmental Matters..........................................          27
           3.17  Security Documents.............................................          28
           3.18  Governing Law and Enforcement..................................          29




                                                                                       
           3.19  Material Contracts and Licenses................................          29

SECTION 4. CONDITIONS PRECEDENT                                                           29

           4.1   Conditions to Initial Loans....................................          29
           4.2   Conditions to Each Loan........................................          29

SECTION 5. AFFIRMATIVE COVENANTS                                                          30

           5.1   Financial Statements...........................................          30
           5.2   Certificates; Other Information................................          31
           5.3   Business Plan; Completion......................................          31
           5.4   Payment of Obligations.........................................          32
           5.5   Maintenance of Existence; Compliance...........................          32
           5.6   Maintenance of Property; Insurance.............................          32
           5.7   Inspection of Property; Books and Records; Discussions.........          33
           5.8   Notices........................................................          33
           5.9   Environmental Laws.............................................          34
           5.10  Pari Passu Ranking.............................................          34
           5.11  Intellectual Property..........................................          34
           5.12  Operation and Maintenance......................................          34
           5.13  Material Contracts and Licenses................................          35
           5.14  Further Assurances.............................................          35

SECTION 6. NEGATIVE COVENANTS                                                             35

           6.1   Financial Covenants............................................          35
           6.2   Indebtedness...................................................          36
           6.3   Liens..........................................................          37
           6.4   Fundamental Changes............................................          38
           6.5   Disposition of Property........................................          38
           6.6   Restricted Payments............................................          38
           6.7   Capital Expenditures...........................................          39
           6.8   Investments....................................................          39
           6.9   Transactions with Affiliates...................................          39
           6.10  Swap Agreements................................................          40
           6.11  Changes in Fiscal Periods......................................          40
           6.12  Lines of Business..............................................          40
           6.13  Replacement Harbour Loan Agreement.............................          40
           6.14  Constitutional Documents.......................................          40

SECTION 7. EVENTS OF DEFAULT                                                              40

SECTION 8. THE AGENTS                                                                     43

           8.1   Appointment....................................................          43
           8.2   Delegation of Duties...........................................          43
           8.3   Exculpatory Provisions.........................................          43
           8.4   Reliance by Administrative Agent...............................          43
           8.5   Notice of Default..............................................          44
           8.6   Non-Reliance on Agents and Other Lenders.......................          44





                                                                                       
           8.7   Indemnification................................................          44
           8.8   Agent in Its Individual Capacity...............................          45
           8.9   Successor Agents...............................................          45

SECTION 9. MISCELLANEOUS                                                                  46

           9.1   Amendments and Waivers.........................................          46
           9.2   Notices........................................................          46
           9.3   No Waiver; Cumulative Remedies.................................          47
           9.4   Survival of Representations and Warranties.....................          48
           9.5   Payment of Expenses and Taxes..................................          48
           9.6   Successors and Assigns; Participations and Assignments.........          49
           9.7   Reference Banks................................................          51
           9.8   Adjustments; Set-off...........................................          51
           9.9   Counterparts...................................................          52
           9.10  Severability...................................................          52
           9.11  Integration....................................................          52
           9.12  GOVERNING LAW..................................................          52
           9.13  Submission To Jurisdiction; Waivers............................          52
           9.14  Appointment of Agent for Service of Process....................          53
           9.15  Waiver of Immunity.............................................          53
           9.16  Judgment Currency..............................................          54
           9.17  Borrower Acknowledgements......................................          54
           9.18  Lender Acknowledgements........................................          54
           9.19  Releases of Liens..............................................          54
           9.20  Confidentiality................................................          55
           9.21  WAIVERS OF JURY TRIAL..........................................          55
           9.22  Know Your Customer Checks......................................          56



SCHEDULES

1.1A     Commitments

3.4      Consents, Authorizations, Filings and Notices

3.10(b)  Recordings and Taxes

3.19     Material Contracts and Licenses

4.1      Closing Documents

6.2(d)   Existing Indebtedness

6.3      Existing Liens

6.8      Investments

EXHIBITS

A        Form of Compliance Certificate

B        Form of Assignment and Assumption

C        Form of Subordination Agreement

D        Opinion Coverage of Curtis, Mallet-Prevost, Colt & Mosle LLP

E        Opinion Coverage of Logos



            LOAN AGREEMENT, dated as of February 10, 2005, among NORDURAL EHF.,
the several banks and other financial institutions or entities from time to time
parties to this Agreement, LANDSBANKI ISLANDS HF., as Administrative Agent and
KAUPTHING BANK HF., as Security Trustee.

            The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

            1.1 Defined Terms. As used in this Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

            "Account Banks": Landsbanki Islands hf. and Kaupthing Bank hf.,
subject to the provisions of the Accounts Pledge Agreement.

            "Accounts Pledge Agreement": the accounts pledge agreement dated the
date hereof among the Borrower, the Account Banks and the Security Trustee.

            "Additional Amount": the amount, if any, by which the Aggregate
Outstandings, as of any Borrowing Date, exceeds $110,000,000, calculated as if
all Loans requested to be made on such Borrowing Date were outstanding.

            "Additional Equity Contribution": an equity contribution made by the
Parent to the Borrower in an amount equal to (X) $165,000,000 less the Initial
Equity Contribution times (Y) a fraction, the numerator of which shall equal the
Additional Amount and the denominator of which shall equal $255,000,000.

            "Administrative Agent": Landsbanki Islands hf., as the
administrative agent for the Lenders under this Agreement and the other Loan
Documents, together with any successor administrative agent for the Lenders
appointed pursuant to Section 8.9 hereof.

            "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with") of a Person means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or by contract or
otherwise.

            "Agents": the collective reference to the Security Trustee and the
Administrative Agent.

            "Aggregate Outstandings": at any date, the then aggregate
outstanding principal amount of the Loans.

            "Agreement": this Loan Agreement, and as the same may be amended and
in effect from time to time.

            "Anode Supply Agreement": the Amended and Restated Carbon Anode
Blocks Sales and Purchase Agreement dated June 15, 2000 between Hydro Aluminium
Deutschland GmbH (formerly VAW Aluminium AG) and the Borrower.



                                                                               2

            "Applicable Accounting Principles": generally accepted accounting
principles in the United States as in effect from time to time. For purposes of
Section 6.1, Applicable Accounting Principles shall be determined on the basis
of such principles in effect on the date hereof and consistent with those used
in the preparation of the most recent audited financial statements referred to
in Section 5.1. In the event that any "Accounting Change" (as defined below)
shall occur and such change results in a change in the method of calculation of
financial covenants, standards or terms in this Agreement, then the Borrower and
the Administrative Agent agree to enter into negotiations in good faith in order
to amend such provisions of this Agreement so as to reflect equitably such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's financial condition shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Majority Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "Accounting Changes"
refers to changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

            "Applicable FQE": as defined in Section 6.1(d).

            "Applicable Margin": for each Loan, the rate of 1.550% per annum.

            "Approved Fund": as defined in Section 9.6(b).

            "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding any such Disposition permitted by clause
(a), (b), (c) or (d) of Section 6.5 and any Disposition of equity shares issued
by the Borrower) that yields gross proceeds to the Borrower (valued at the
initial principal amount thereof in the case of non-cash proceeds consisting of
notes or other debt securities and valued at fair market value in the case of
other non-cash proceeds) in excess of $5,000,000.

            "Assignee": as defined in Section 9.6(b).

            "Assignment and Assumption": an Assignment and Assumption,
substantially in the form of Exhibit B.

            "Auditors": one of PricewaterhouseCoopers, Ernst & Young, KPMG or
Deloitte & Touche or such other firm approved in advance by the Required Lenders
(such approval not to be unreasonably withheld or delayed).

            "Availability Period": the period from and including the date of
this Agreement to and including September 30, 2006.

            "Benefitted Lender": as defined in Section 9.8(a).

            "BMT Tolling Conversion Agreement": the Alumina Supply, Toll
Conversion and Aluminium Metal Supply Agreement dated September 23, 1997 between
Billiton Marketing B.V. (formerly Billiton Marketing and Trading B.V.) and the
Borrower, as amended by the First Amendment to the Alumina Supply, Toll
Conversion and Aluminium Metal Supply Agreement dated June 16, 2000 and in
respect of which the rights and obligations of Billiton Marketing B.V. were
novated to Billiton Marketing A.G. ("BMT") in August 2000.



                                                                               3

            "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor thereto).

            "Borrower": Noroural ehf., registered number 570297-2609, a company
incorporated under the laws of Iceland with its registered office at
Grundartangi, 301 Akranes, Iceland.

            "Borrowing Date": the Closing Date and any Twenty-Fifth Day
specified by the Borrower under Section 2.2 hereof as a date on which the
Borrower requests the relevant Lenders to make Loans hereunder.

            "Business": as defined in Section 3.16(b).

            "Business Day": a day (other than a Saturday or Sunday) on which
banks are open for general business in London, New York and Reykjavik.

            "Business Plan": the agreed form business plan relating to the
Borrower (including profit and loss, balance sheet and cash flow projections)
for a rolling three year period dated January 18, 2005 as updated annually in
accordance with Section 5.3.

            "Capital Expenditures": for any period, with respect to any Person,
the aggregate of all expenditures by such Person for the acquisition or leasing
(pursuant to a capital lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) that would be required to be capitalized under Applicable
Accounting Principles on a balance sheet of such Person.

            "Capital Lease Obligations": as to any Person, the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under
Applicable Accounting Principles and, for the purposes of this Agreement, the
amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with Applicable Accounting Principles.

            "Capital Stock": any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

            "Cash Available for Debt Service": for any period, EBITDA less
Capital Expenditures (excluding Capital Expenditures associated with the
expansion of the production capacity of the Facilities) and Facilities Taxes
paid.

            "Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States government or the government of
Iceland or issued by any agency thereof and backed by the full faith and credit
of the United States or Iceland, as the case may be, in each case maturing
within one year from the date of acquisition; (b) demand deposits, certificates
of deposit, banker's acceptances, time deposits, eurodollar time deposits or
overnight bank deposits having maturities of one year or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof, the United Kingdom or Iceland
having combined capital and surplus of not less than $500,000,000; (c)
commercial paper of a Lender or an issuer rated at least A-1 by Standard &
Poor's Ratings Services ("S&P") or P-1 by Moody's Investors Service, Inc.
("Moody's"), or carrying an equivalent rating by an internationally recognized
rating


                                                                               4

agency, if both of the two named rating agencies cease publishing ratings of
commercial paper issuers generally, and maturing within nine months from the
date of acquisition; (d) repurchase obligations of any Lender or of any
commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than 30 days, with respect to securities issued or
fully guaranteed or insured by the United States government or the government of
Iceland; (e) securities with maturities of six months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or any
commercial bank satisfying the requirements of clause (b) of this definition;
(f) money market mutual or similar funds that invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition; or
(g) money market funds that (i) comply with the criteria set forth in SEC Rule
2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by
S&P and Aaa by Moody's, or carrying an equivalent rating by an internationally
recognized rating agency, if both of S&P and Moody's cease publishing ratings of
money market funds generally, and (iii) have portfolio assets of at least
$5,000,000,000.

            "Closing Date": the first date specified by the Borrower pursuant to
Section 2.2, provided that the conditions precedent set forth in Section 4.1
shall have been satisfied by such date, which date shall be not later than
February 15, 2005.

            "Collateral": all property of the Borrower, now owned or hereafter
acquired, and in the case of the Securities Pledge Agreement, all of the Capital
Stock of the Borrower, upon which a Lien is purported to be created by any
Security Document.

            "Commitment": as to any Lender, the obligation of such Lender, if
any, to make Loans to the Borrower in a principal amount not to exceed the
amount set forth under the heading "Commitment" opposite such Lender's name on
Schedule 1.1A. The original aggregate amount of the Commitments is $365,000,000.

            "Compensation":

            (a) all consideration received by any Loan Party in respect of the
      partial or total nationalization, expropriation or compulsory purchase of
      the Facilities or any interest in the Facilities;

            (b) any sum payable to or for the account of any Loan Party in
      respect of the release, inhibition, modification, suspension or
      extinguishment of any rights, easements or covenants enjoyed by or
      benefiting the Facilities, or the imposition of any restrictions affecting
      the Facilities, or the grant of any easement or rights over or affecting
      the Facilities or any part of them; and

            (c) any sum payable to or for the account of any Loan Party in
      respect of the refusal, revocation, suspension or modification of any
      authorization or exemption subject to conditions, or any other official
      order or notice restricting the construction or operation of the
      Facilities.

            "Completion": as defined in Section 5.3(c).

            "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit A.

            "Conduit Lender": any special purpose corporation organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument;
provided, that the designation by any Lender of a Conduit Lender



                                                                               5

shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund
any such Loan, and the designating Lender (and not the Conduit Lender) shall
have the sole right and responsibility to deliver all consents and waivers
required or requested under this Agreement with respect to its Conduit Lender,
and provided, further, that no Conduit Lender shall (a) be entitled to receive
any greater amount pursuant to Section 2.14, 2.15, 2.16 or 9.5 than the
designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any
Commitment.

            "Confidential Information Memorandum": the Confidential Information
Memorandum in the form most recently furnished to certain Lenders prior to the
date hereof.

            "Constitutional Documents": in relation to any corporate Person, the
certificate of incorporation and by-laws or other constitutional documents of
such corporate Person.

            "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

            "Debt Service Coverage Ratio": for any period, the ratio of Cash
Available for Debt Service for such period to Total Debt Service Obligations for
such period.

            "Declaration of Pledge": the Icelandic law declaration of pledge to
be entered into on or prior to the Closing Date between the Borrower and the
Security Trustee.

            "Default": any of the events specified in Section 7, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

            "Direct Agreement": each of the direct agreements in the agreed form
among the Borrower, the Security Trustee and the following Persons:

            (a) the Ministry of Industry of the Government of Iceland, the
            Treasury and the Parent (relating to the Investment Agreement and
            the Smelter Site Agreement);

            (b) Landsvirkjun (relating to the LV Power Contract);

            (c) Orkuveita Reykjavikur and Hitaveita Sudurnesja hf. (relating to
            the OR/HS Power Contract); and

            (d) the Harbour Fund (relating to the Harbour Agreement and the
            Harbour Usage Agreement);

and any other agreement designated as such by the Borrower and the Agents from
time to time.

            "Disposition": with respect to any property, any sale, lease, sale
and leaseback, assignment, conveyance, transfer or other disposition thereof.
The terms "Dispose" and "Disposed of" shall have correlative meanings. The
granting of a Lien shall not constitute a Disposition.

            "Dollars" and "$": dollars in lawful currency of the United States.

            "EBITDA": for any period, Net Income for such period plus, to the
extent deducted in determining such Net Income (i) Interest Expense, (ii)
provision for taxes on income (exclusive of any such taxes resulting from
extraordinary items of gain or loss) and (iii) depreciation of fixed or capital
assets and amortization of intangibles and leasehold improvements for such
period.



                                                                               6

            "Enabling Act": Noroural Enabling Act no. 62/1997.

            "Environmental Approval" means any authorization of any kind
required under any Environmental Law applicable to the Facilities and/or the
Borrower.

            "Environmental Laws": any and all foreign, federal, state, local or
municipal laws, statutes and regulations, together with legally enforceable
rules, orders, ordinances, codes, decrees and requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection
of human health or the environment, as now or may at any time hereafter be in
effect.

            "Environmental Operating Permit": the environmental operating permit
issued to the Borrower by the Government of Iceland on February 24, 2003.

            "Eurodollar Rate": with respect to any Interest Period pertaining to
a Loan, the rate per annum determined on the basis of the rate for deposits in
Dollars for a period equal to such Interest Period commencing on the first day
of such Interest Period appearing on Page 3750 of the Telerate screen (or any
successor or substitute screen) as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Telerate screen (or otherwise on such screen),
the "Eurodollar Rate" shall be determined by reference to such other comparable
publicly available service for displaying eurodollar rates as may be selected by
the Administrative Agent or, in the absence of such availability, by reference
to the rate at which the Administrative Agent is offered Dollar deposits at or
about 11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein.

            "Eurodollar Tranche": the collective reference to Loans the then
current Interest Periods with respect to all of which begin on the same date and
end on the same later date (whether or not such Loans shall originally have been
made on the same day).

            "Event of Default": any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

            "Expansion": the expansion of the capacity of the aluminum smelter
at Grundartangi to reach an output level of 212,000 metric tons per annum.

            "Exposure": with respect to any Lender at any time, an amount equal
to the sum of (a) the amount of such Lender's Commitment at such time and (b)
the aggregate unpaid principal amount of such Lender's Loans at such time.

            "Facilities": the Grundartangi aluminum smelter including the
Harbour Area (as defined in the Harbour Agreement) and the Expansion.

            "Facilities Taxes": all Taxes payable or to be payable by the
Borrower.

            "Facility Office": the office(s) notified by a Lender to the
Administrative Agent: (a) on or before the date it becomes a Lender; or (b) by
not less than five Business Days' notice, as the office(s) through which it will
perform all or any of its obligations under this Agreement.



                                                                               7

            "Faxafloahafnir": Faxafloahafnir sf., registered number _________, a
partnership organized under the laws of Iceland with its registered office at
_________, Iceland.

            "Fee Payment Date": (a) the last Business Day of each March, June,
September and December and (b) the last day of the Availability Period.

            "Funding Office": the office of the Administrative Agent specified
in Section 9.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

            "General Bond": the Icelandic law general bond to be entered into on
or prior to the Closing Date between the Borrower and the Security Trustee.

            "Glencore Assignment and Assumption Agreement": the assignment and
assumption agreement between the Parent and the Borrower dated as of February
10, 2005.

            "Glencore Tolling Conversion Agreement": the tolling conversion
agreement dated August 1, 2004 between Glencore Ltd. and the Parent as assigned
to the Borrower pursuant to the Glencore Assignment and Assumption Agreement.

            "Good Industry Practice": the exercise of that degree of skill,
diligence, prudence, foresight and operating practice which would reasonably and
ordinarily be expected from a skilled and experienced operator engaged in the
same type of undertaking as the Borrower under the same or similar
circumstances.

            "Governmental Authority": any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization.

            "Gross Revenues": for any period, the gross revenue of the Borrower
determined in accordance with Applicable Accounting Principles.

            "Group Members": the collective reference to the Parent and its
Subsidiaries.

            "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any legally enforceable obligation, including a reimbursement,
counterindemnity or similar obligation, of the guaranteeing person that
guarantees or in effect guarantees, or which is given to induce the creation of
a separate obligation by another Person (including any bank under any letter of
credit) that guarantees or in effect guarantees, any Indebtedness, leases,
dividends or other obligations (the "primary obligations") of another Person
(the "primary obligor") in any manner, whether directly or indirectly, including
any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee



                                                                               8

Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith; provided, however that if such guaranteeing person has
not assumed such primary obligation, such amount shall be the lesser of the
foregoing and the value of the property of such guaranteeing person which is
subject to a Lien securing such primary obligation.

            "Harbour Agreement": Harbour Agreement between Faxafloahafnir
(formerly known as the Harbour Fund) and the Borrower, dated as of August 7,
1997, as amended by the First Amendment to the Harbour Agreement between
Faxafloahafnir sf. and the Borrower, dated February 9, 2005.

            "Harbour Fund": the Grundartangi Harbour Fund, an independent public
fund jointly owned by the Municipalities of Hvalfjardarstrandarhreppur,
Innri-Akraneshreppur, Leirar and Melahreppur, Skilmannahreppur, the Township of
Akranes and by all Districts of the Counties of Borgarfjardarsysla and Myrasysla
other than those above mentioned.

            "Harbour Usage Agreement": the Harbour Usage Agreement dated June
12, 1997 among Faxafloahafnir (formerly known as the Harbour Fund), Icelandic
Alloys Limited and the Borrower.

            "HRV Group": HRV sf, registered number 431103-3030, a partnership
organized under the laws of Iceland with its registered office at Grensasvegur
1, 108 Reykjavik, Iceland.

            "IAS": international accounting standards issued by the
International Accounting Standards Committee and, to the extent applicable,
international financial reporting standards issued by the International
Accounting Standards Board.

            "Iceland": the Republic of Iceland.

            "Indebtedness": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (including
securities repurchase agreements but excluding current accounts payable or other
accrued current liabilities arising in the ordinary course of business that are
not overdue or that are being contested in good faith), (c) all obligations of
such Person evidenced by notes, bonds, debentures or other similar instruments,
(d) all indebtedness created or arising under any conditional sale or other
title retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Capital Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in
respect of acceptances, letters of credit, surety bonds or similar arrangements,
(g) all Guarantee Obligations of such Person in respect of obligations of the
kind referred to in clauses (a) through (f) above, (h) all obligations of the
kind referred to in clauses (a) through (g) above secured by (or for which the
holder of such obligation has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including accounts and contract rights) owned
by such Person, whether or not such Person has assumed or become liable for the
payment of such obligation, and (i) for the purposes of Section 7(f) only, all
obligations of such Person in respect of Swap Agreements. The Indebtedness of
any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor.



                                                                               9

            "Independent Engineer": as defined in Section 5.3(a).

            "Industrial License": the industrial license issued to the Borrower
by the Police Commissioner in Reykjavik and registered at the office of the
County Magistrate of Borganes, as affirmed in a letter dated October 5, 2000
from the County Magistrate of Borganes.

            "Initial Equity Contribution": the aggregate amount of all equity
contributions and Qualifying Junior Funding made by any Group Member (other than
the Borrower) to the Borrower on or after September 1, 2004 and prior to the
Closing Date; it being understood that such contributions in the amount of
$136,000,000 have been made prior to the date hereof.

            "Insurance": all contracts and policies of insurance and
re-insurance of any kind which are taken out by or on behalf of the Borrower or
(to the extent of its interest) in which the Borrower has an interest.

            "Insurance Report": as defined in Schedule 4.1.

            "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under Icelandic, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

            "Interest Coverage Ratio": for any period, the ratio of (a) EBITDA
for such period to (b) Interest Expense for such period.

            "Interest Expense": for any period, the total interest expense
(including that attributable to Capital Lease Obligations) of the Borrower for
such period with respect to all Indebtedness of the Borrower and its
Subsidiaries (including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing and net
costs under Swap Agreements in respect of interest rates to the extent such net
costs are allocable to such period in accordance with Applicable Accounting
Principles).

            "Interest Payment Date": (a) as to any Loan having an Interest
Period of three months or less, the last day of such Interest Period, (b) as to
any Loan having an Interest Period longer than three months, each day that is
three months, or a whole multiple thereof, after the first day of such Interest
Period and the last day of such Interest Period and (c) as to any Loan, the date
of any repayment or prepayment made in respect thereof.

            "Interest Period": as to any Loan, (a) initially, the period
commencing on the Borrowing Date with respect to such Loan and ending one, two,
three or six months thereafter, as selected by the Borrower in its notice of
borrowing given with respect thereto; and (b) thereafter, each period commencing
on the last day of the next preceding Interest Period applicable to such Loan
and ending one, two, three or six months thereafter, as selected by the Borrower
by irrevocable notice to the Administrative Agent not later than 11:00 A.M. on
the date that is three Business Days prior to the last day of the then current
Interest Period with respect thereto; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

            (i) if any Interest Period would otherwise end on a day that is not
      a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless the result of



                                                                              10

      such extension would be to carry such Interest Period into another
      calendar month in which event such Interest Period shall end on the
      immediately preceding Business Day;

            (ii) any Interest Period that would otherwise end after the Maturity
      Date shall end on the Maturity Date;

            (iii) prior to determining the interest rate for a Loan, the
      Administrative Agent may shorten an Interest Period for any Loan to ensure
      there are sufficient Loans (in an aggregate amount equal to or greater
      than the related repayment installment) which have an Interest Period
      ending on any date on which the Borrower is required to make the payment
      of an installment of principal of the Loans;

            (iv) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of a calendar month; and

            (v) prior to the Syndication Date, Interest Periods shall be one
      month or such other period as the Administrative Agent and the Borrower
      may agree and any Interest Period which would otherwise extend beyond the
      Syndication Date shall be adjusted to end on the Syndication Date, it
      being understood that with respect to an Interest Period so adjusted, the
      Borrower shall not be required to compensate any Lender pursuant to
      Section 2.16(c).

            "Investment Agreement": the Investment Agreement, dated August 7,
1997, among the Minister of Industry of the Government of Iceland, Columbia
Ventures Corporation and the Borrower, as amended by the First Amendment to the
Investment Agreement dated June 14, 2000, as acceded to by the Parent and the
Pledgors on April 23, 2004, as amended by the Second Amendment to the Investment
Agreement dated February 9, 2005.

            "Investments": as defined in Section 6.8.

            "Joint Venture": any joint venture entity, whether a company,
unincorporated firm, undertaking, association, joint venture or partnership or
any other entity.

            "Lender Party": each Agent, each Lender and each Affiliate thereof
party to a Swap Agreement with the Borrower.

            "Lenders": the Persons listed on Schedule 1.1A and any other Person
that shall have become a party hereto pursuant to an Assignment and Assumption,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption; provided, that unless the context otherwise requires,
each reference herein to the Lenders shall be deemed to include any Conduit
Lender.

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).

            "Loan": any loan made by any Lender pursuant to this Agreement.



                                                                              11

            "Loan Documents": this Agreement, the Security Documents, the Notes,
the Subordination Agreement and any amendment, waiver, supplement or other
modification to any of the foregoing.

            "Loan Parties": the Borrower and each Pledgor.

            "LV Power Contract": the Power Contract between Landsvirkjun and the
Borrower, dated as of August 7, 1997, as amended by the First Amendment to the
Power Contract, dated as of October 29, 1999 and the Second Amendment to the
Power Contract dated as of April 21, 2004.

            "Majority Lenders": the holders of more than 50% of the aggregate
Exposures.

            "Material Adverse Effect": in the reasonable judgment of the
Required Lenders a material adverse effect on:

            (a) the business, operations, property, condition (financial or
      otherwise) or prospects of the Borrower; or

            (b) the ability of the Borrower to perform its obligations under the
      Loan Documents; or

            (c) the validity or enforceability of, or the effectiveness or
      ranking of any Lien granted or purporting to be granted pursuant to any
      of, the Loan Documents or the rights or remedies of any Agent or Lender
      under any of the Loan Documents.

            "Material Contracts and Licenses": each contract and license of the
Borrower listed on Schedule 3.19 and each replacement thereof.

            "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation. Materials of Environmental Concern do not
include commercially reasonable amounts of such substances used or stored in the
ordinary course of occupancy, use or maintenance, provided that such substances
are used or stored in accordance with Environmental Laws.

            "Maturity Date": February 28, 2010.

            "Net Cash Proceeds": in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Asset Sale or
Recovery Event, net of (i) attorneys' fees, accountants' fees, investment
banking fees, broker's commissions, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document) and (ii) other customary fees and expenses
actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements).

            "Net Income": for any period, the net income (or loss) of the
Borrower for such period (exclusive of extraordinary items of gain or loss),
determined in accordance with Applicable Accounting Principles.



                                                                              12

            "Net Worth": at any date, the shareholders' equity (including
retained earnings) of the Borrower at such date, determined in accordance with
Applicable Accounting Principles, plus, without duplication, the principal
amount of any Indebtedness of the Borrower at such date which constitutes
Qualifying Junior Funding.

            "Non-Excluded Taxes": as defined in Section 2.15(a).

            "Notes": the collective reference to any promissory note evidencing
Loans.

            "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, any other Loan
Document, or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.

            "Operating Permit": the operating permit issued on May 22, 1997 to
the Borrower on behalf of the Occupational Health and Safety Authority of the
Government of Iceland together with confirmation that such operating permit
applied to the Expansion.

            "OR/HS Power Contract": the Power Contract among the Borrower,
Orkuveita Reykjavikur and Hitaveita Sudournesja hf., dated as of April 17, 2004,
as amended by the First Amendment thereto dated as of October 28, 2004.

            "Other Taxes": any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

            "Parent": Century Aluminum Company, a Delaware corporation.

            "Participant": as defined in Section 9.6(c).

            "Percentage": as to any Lender at any time, the percentage which
such Lender's Exposure then constitutes of the aggregate Exposures of the
Lenders.

            "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

            "Pledgors": each of (i) Nordural Holdings I ehf., a company
registered in Iceland with registered no. 470404-2130, and (ii) Nordural
Holdings II ehf., a company registered in Iceland with registered no.
470404-2210.

            "Power Contract": the LV Power Contract or the OR/HS Power Contract.



                                                                              13

            "Properties": as defined in Section 3.16(a), and any other real
property acquired by the Borrower after the date of this Agreement. A reference
to a "Property" is a reference to any of the Properties.

            "Qualifying Junior Funding": Capital Stock of the Borrower or
Indebtedness of the Borrower which is (i) unsecured, (ii) requires no payment of
principal prior to the first anniversary of the Maturity Date and (iii) is
governed by a Subordination Agreement.

            "Recovery Event": receipt of (i) any payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset of the Borrower (other than in respect of business interruption
insurance), (ii) any Compensation or (iii) any compensation and damages payable
pursuant to any agreement entered into by the Borrower in respect of the
construction of the Facilities and/or any associated claim under any bond and/or
guarantee in respect of such an agreement (in each case in excess of
$5,000,000).

            "Reference Banks": subject to Section 9.7, the Administrative Agent
and Kaupthing Bank hf.

            "Register": as defined in Section 9.6(b).

            "Regulation U": Regulation U of the Board as in effect from time to
time.

            "Reinvestment Deferred Amount": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by the Borrower in connection
therewith that are not applied to prepay the Loans pursuant to Section 2.7 as a
result of the delivery of a Reinvestment Notice.

            "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

            "Reinvestment Notice": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
the Borrower intends and expects to use all or a specified portion of the Net
Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets
useful in its business.

            "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire or repair
assets useful in the Borrower's business.

            "Reinvestment Prepayment Date": with respect to any Reinvestment
Event, the earlier of (a) the date occurring 12 months after such Reinvestment
Event (or, in the case of a Recovery Event in respect of any property or
casualty insurance claim, the date occurring 12 months after the final payment
in respect thereof), unless, prior to any such date, the Borrower has entered
into an agreement or agreements for the acquisition or repair of assets useful
in its business, in which case such date shall be the date occurring 12 months
after the date of the relevant agreement for such acquisition or repair and (b)
the date on which the Borrower shall have determined not to, or shall have
otherwise ceased to, acquire or repair assets useful in the Borrower's business
with all or any portion of the relevant Reinvestment Deferred Amount.

            "Relevant Jurisdiction":



                                                                              14

            (a) the jurisdictions of incorporation of the Borrower and each of
      the Pledgors, and (if different from the foregoing) any jurisdiction where
      the Borrower or a Pledgor conducts its business;

            (b) any jurisdiction where any asset included in the Collateral is
      situated; and

            (c) the jurisdiction whose laws govern the perfection of the Lien of
      the Security Documents on any Collateral.

            "Replacement Harbour Loan Agreement": Loan Agreement between the
Borrower and Landsbanki Islands hf. dated as of June 23, 1998.

            "Required Lenders": at any time, the holders of Exposures
representing 662/3% or more of the aggregate amount of all Exposures.

            "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

            "Responsible Officer": any director of the Borrower, the managing
director or the manager of finance of the Borrower.

            "Restricted Payments": as defined in Section 6.6.

            "Restricted Subsidiary": as defined in the Indenture dated as of
August 26, 2004 among the Parent, the guarantors party thereto and Wilmington
Trust Company as trustee.

            "SEC": the United States Securities and Exchange Commission and any
successor thereto.

            "Secured Party": as defined in the Declaration of Pledge.

            "Securities Pledge Agreement": the Icelandic law shares pledge to be
entered into on or about the Closing Date between the Borrower, the Pledgors and
the Security Trustee.

            "Security Documents": the collective reference to the Accounts
Pledge Agreement, the Declaration of Pledge, the Securities Pledge Agreement,
the General Bond, each Direct Agreement, and all other security documents
hereafter delivered to the Administrative Agent granting a Lien on any property
of any Person to secure the obligations and liabilities of any Loan Party under
any Loan Document.

            "Security Trustee": Kaupthing Bank hf. in its capacity as security
trustee for the Lenders under the Security Documents, and its successors in such
capacity.

            "Senior Facility Agreement": the Senior Facility Agreement dated as
of September 2, 2003, as amended April 27, 2004, and as amended and restated
August 16, 2004, among the Borrower, Kaupthing Bank hf. and Landsbanki Islands
hf. as the arrangers and banks, BNP Paribas S.A. as the account bank, Landsbanki
Islands hf. as the agent, and Kaupthing Bank hf. as the security trustee.

            "Site Obligations": the sums provided in an aggregate amount of
$7,000,000 plus capitalized interest under the Smelter Site Agreement.



                                                                              15

            "Smelter": the aluminum reduction plant and related facilities
constructed, owned and operated by the Borrower at the Facilities.

            "Smelter Site Agreement": the Smelter Site Agreement, dated March
20, 1997, between the Treasury and the Borrower, as amended by the First
Amendment to the Smelter Site Agreement between the Treasury and the Borrower,
dated August 7, 1997 and by the Second Amendment to the Smelter Site Agreement
between the Treasury and the Borrower, dated February 9, 2005.

            "Subordination Agreement": a Subordination Agreement in
substantially the form of Exhibit C.

            "Swap Agreement": any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions.

            "Syndication Date": the day on which the Administrative Agent
confirms that the primary syndication of the Facility has been completed;
provided that such date shall be no later than April 15, 2005.

            "Tax": any tax, levy, impost, duty or other charge or withholding of
a similar nature (including any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same).

            "Technical Consultant": the engineer appointed by the Administrative
Agent on behalf of the Lenders in accordance with Section 5.3.

            "Term Sheet": that certain Amended and Restated Term Sheet among the
Agents and the Borrower, as amended by a letter agreement between the Agents and
the Borrower extending the "Signing Date" to a date no later than February 21,
2005.

            "Total Debt Service Obligations": for any period; the aggregate of
all interest, commission and other recurrent financial expenses attributable to
the Indebtedness of the Borrower and all scheduled repayments due in respect of
such Indebtedness to the extent paid by the Borrower, in each case in such
period.

            "Transferee": any Assignee or Participant.

            "Treasury": the State Treasury of the Government of Iceland.

            "Twenty-Fifth Day": the twenty-fifth calendar day of each calendar
month (or, if such day is not a Business Day the next succeeding Business Day).

            "2003 Statements": as defined in Section 3.1.

            "United States": the United States of America.

            "Wholly Owned Subsidiary": as to any Person, any other Person all of
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.



                                                                              16

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

         (b) As used herein and in the other Loan Documents, and any certificate
or other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to any Group Member not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under Applicable Accounting Principles, (ii)
the words "include", "includes" and "including" shall be deemed to be followed
by the phrase "without limitation", (iii) the word "incur" shall be construed to
mean incur, create, issue, assume, become liable in respect of or suffer to
exist (and the words "incurred" and "incurrence" shall have correlative
meanings), (iv) the words "asset" and "property" shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights, and (v) the term "documents"
includes any and all instruments, documents, agreements, certificates, notices,
reports, financial statements and other writings, however evidenced, whether in
physical or electronic form, (vi) references to organization documents,
agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document and (vii) references to any law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such law.

         (c) The words "hereof", "herein" and "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

         (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

         (e) Unless otherwise specified, all references herein to times of day
shall be references to Reykjavik time.

                   SECTION 2. AMOUNT AND TERMS OF FACILITIES

            2.1 Commitments. Subject to the terms and conditions hereof, each
Lender severally agrees to make loans (each, a "Loan") to the Borrower from time
to time during the Availability Period in an aggregate amount not to exceed the
initial amount of the Commitment of such Lender. The Commitments are not
revolving in nature, and amounts prepaid or repaid may not be reborrowed.

            2.2 Procedure for Borrowing. The Borrower may borrow under the
Commitments on the Closing Date for the initial borrowing and thereafter on any
Twenty-Fifth Day, provided, that the Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent prior to 12:00 noon three Business Days prior to the requested Borrowing
Date), specifying (i) the amount to be borrowed, (ii) the requested Borrowing
Date and (iii) the length of the initial Interest Period therefor. Each
borrowing shall be in Dollars in the amount of $10,000,000 or a whole multiple
of $1,000,000 in excess thereof (or, if the then aggregate Commitments are less
than $10,000,000, such lesser amount) and, in the case of any borrowing
subsequent to the first borrowing hereunder, shall be of a single Eurodollar
Tranche. Upon receipt of any such notice from the Borrower, the Administrative
Agent shall promptly notify each relevant Lender thereof. Each relevant Lender
will



                                                                              17

make the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the Funding Office prior
to 10:00 A.M., New York City time, on the Borrowing Date requested by the
Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative
Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
relevant Lenders and in like funds as received by the Administrative Agent.

            2.3 Repayment of Loans; Scheduled Commitment Reductions.

         (a) The Commitments shall (i) automatically be reduced by the amount of
any Loans borrowed thereunder effective on the date of each such borrowing and
(ii) terminate at the close of business on the last day of the Availability
Period. The Loans of each Lender shall mature, and the then outstanding
principal amount thereof shall be paid in full together with accrued interest
thereon, on the Maturity Date. In addition, there shall become due and payable
on each date in the table below the aggregate principal amount of Loans set
forth in the table below with respect to such date:



      Date                                                   Amount
      ----                                                   ------
                                                       
February 28, 2007                                         $15,500,000
August 31, 2007                                           $14,000,000
February 29, 2008                                         $14,000,000
August 31, 2008                                           $14,000,000
February 28, 2009                                         $14,000,000
August 31, 2009                                           $14,000,000
February 28, 2010                                         $14,000,000


            2.4 Fees.

         (a) Commitment Fee. The Borrower agrees to pay to the Administrative
Agent ratably for the accounts of the Lenders a commitment fee commencing on the
Closing Date computed at the rate of 0.50% per annum on the average daily amount
of the aggregate Commitments, such fee to be payable quarterly in arrears on
each Fee Payment Date, commencing on the first such Fee Payment Date to occur
after such date.

         (b) Agent Fees. The Borrower agrees to pay to each Agent the fees in
the amounts and on the dates as set forth in the Term Sheet, or as may otherwise
be agreed in writing between the Borrower and such Agent from time to time.

            2.5 Termination or Reduction of Commitments. The Borrower shall have
the right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate the Commitments or, from time to time on or before June 30,
2005, to reduce the amount of the Commitments. Any such reductions shall be in
an aggregate amount equal to or less than $135,000,000, and each such reduction
shall be in an amount equal to a whole multiple of $1,000,000 and shall reduce
permanently the Commitments then in effect.

            2.6 Optional Prepayments. On any Interest Payment Date, the Borrower
may at any time and from time to time prepay the Loans, in whole or in part,
without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent no later than three Business Days prior thereto, which
notice shall specify the date and amount of prepayment; provided that no such
partial prepayment shall be permitted unless on the date of such partial
prepayment, the conditions specified in Section 4.2(b)



                                                                              18

are satisfied. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date on the amount prepaid.
Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a
larger whole multiple of $1,000,000.

            2.7 Mandatory Prepayments. (a) If on any date the Borrower shall
receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a
Reinvestment Notice shall be delivered in respect thereof, such Net Cash
Proceeds shall be applied on the next Interest Payment Date toward the
prepayment of the Loans. On each Reinvestment Prepayment Date, an amount equal
to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event shall be applied toward the prepayment of the Loans. On the next Interest
Payment Date after each date on which the Borrower makes any Restricted Payment,
an amount equal to 50% of the amount of such Restricted Payment shall be applied
by the Borrower toward the prepayment of the Loans. Each prepayment under this
Section 2.7 shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid.

         (b) Prepayments pursuant to this Section 2.7 shall be applied to the
Loans in accordance with Section 2.13(b). In the case of any such prepayment of
a Loan on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16.

            2.8 Continuation Options. Any Loan may be continued upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving irrevocable notice to the Administrative Agent, in accordance
with the applicable provisions of the definition of Interest Period, of the
length of the next Interest Period to be applicable to such Loan, provided, that
if the Borrower shall fail to give such notice, the relevant Loans shall then
automatically be continued for a one-month Interest Period on the last day of
such then expiring Interest Period. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.

            2.9 Limitations on Eurodollar Tranches. Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions and continuations of
Loans and all selections of Interest Periods shall be in such amounts and be
made pursuant to such elections so that, (a) after giving effect thereto, the
aggregate principal amount of the Loans comprising each Eurodollar Tranche shall
be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and
(b) no more than five Eurodollar Tranches shall be outstanding at any one time.

            2.10 Interest Rates and Payment Dates. (a) Each Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the Eurodollar Rate determined for such Interest Period plus
the Applicable Margin.

         (b) (i) If all or a portion of the principal amount of any Loan shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this Section plus 2% and (ii) if all or a portion of any interest
payable on any Loan or any fee or other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to the rate
then applicable to Loans plus 2%, in each case, with respect to clauses (i) and
(ii) above, from the date of such non-payment until such amount is paid in full
(as well after as before judgment).

         (c) Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (b) of this Section shall
be payable from time to time on demand.



                                                                              19

            2.11 Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of each determination of a
Eurodollar Rate.

         (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error.

            2.12 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

            (a) the Administrative Agent shall have determined (which
      determination shall be conclusive and binding upon the Borrower) that, by
      reason of circumstances affecting the relevant market, adequate and
      reasonable means do not exist for ascertaining the Eurodollar Rate for
      such Interest Period, or

            (b) the Administrative Agent shall have received notice from the
      Majority Lenders that the Eurodollar Rate determined or to be determined
      for such Interest Period will not adequately and fairly reflect the cost
      to such Lenders (as conclusively certified by such Lenders) of making or
      maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) until such time as either such notice is withdrawn by the
Administrative Agent or a substitute basis is agreed pursuant to clause (y) and
approved in writing by each affected Lender, the Eurodollar Rate for purposes of
determining the interest payable on each affected Loan shall be the rate
notified to the Administrative Agent by the related Lender as the rate per annum
which reflects the cost to such Lender of funding such Loan from whatever source
it may reasonably select and (y) the Administrative Agent and the Borrower shall
enter into negotiations (for a period of not more than 30 days) with a view to
agreeing a substitute basis for determining the rate of interest hereunder.

            2.13 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Percentages of the relevant Lenders.

         (b) Each payment (including each prepayment) by the Borrower on account
of principal of and interest on the Loans shall be made pro rata according to
the respective outstanding principal amounts of the Loans then held by the
relevant Lenders. The amount of each principal prepayment of the Loans shall be
applied to reduce the then remaining installments of the Loans in inverse order
of maturity. The Borrower or, failing timely notice by the Borrower to the
Administrative Agent, the Administrative Agent, shall designate the particular
Eurodollar Tranches to be prepaid, and the Administrative Agent shall promptly
notify the relevant Lenders thereof.

         (c) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New
York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments of principal and interest on the



                                                                              20

Loans) becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day. If any payment of
principal and interest on a Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

         (d) Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon, at a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation for the period from such Borrowing Date until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Lender with respect
to any amounts owing under this paragraph shall be conclusive in the absence of
manifest error.

         (e) Unless the Administrative Agent shall have been notified in writing
by the Borrower prior to the date of any payment due to be made by the Borrower
hereunder that the Borrower will not make such payment to the Administrative
Agent, the Administrative Agent may assume that the Borrower is making such
payment, and the Administrative Agent may, but shall not be required to, in
reliance upon such assumption, make available to the Lenders their respective
pro rata shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrower within three Business Days after such due
date, the Administrative Agent shall be entitled to recover, on demand, from
each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
specified in subsection (d) above.

            2.14 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

               (i) shall subject any Lender to any Tax with respect to this
      Agreement or any Loan made by it, or change the basis of taxation of
      payments to such Lender in respect thereof (except for Non-Excluded Taxes
      covered by Section 2.15 and any net income taxes, franchise taxes or other
      taxes imposed in lieu of net income taxes) expressly excluded from
      coverage under Section 2.15;

               (ii) shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      deposits or other liabilities in or for the account of, advances, loans or
      other extensions of credit by, or any other acquisition of funds by, any
      office of such Lender that is not otherwise included in the determination
      of the Eurodollar Rate; or

               (iii) shall impose on such Lender any other condition;



                                                                              21

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making or maintaining
Loans or to reduce any amount receivable hereunder in respect thereof, then, in
any such case, the Borrower shall pay such Lender, upon its demand and delivery
of a certificate described in Section 2.14(c), any additional amounts necessary
to compensate such Lender for such increased cost or reduced amount receivable
within 15 days of receiving such demand. If any Lender becomes entitled to claim
any additional amounts pursuant to this paragraph, it shall promptly provide
written notice to such effect to the Borrower (with a copy to the Administrative
Agent).

         (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Administrative Agent) of a written request therefor
together with a certificate described in Section 2.14(c), the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such corporation for such reduction within 15 days after demand therefor.

         (c) A certificate as to any additional amounts payable pursuant to this
Section 2.14 submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error.
Notwithstanding anything to the contrary in this Section, the Borrower shall not
be required to compensate a Lender pursuant to this Section for any amounts
incurred more than 120 days prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; provided,
that, if the circumstances giving rise to such claim have a retroactive effect,
then such 120 day period shall be extended to include the period of such
retroactive effect. The obligations of the Borrower pursuant to this Section
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

            2.15 Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority,
excluding net income taxes and franchise taxes (imposed in lieu of net income
taxes) imposed on the Administrative Agent or any Lender or any Participant as a
result of a present or former connection between the Administrative Agent or
such Lender or Participant and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from the Administrative
Agent or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or any other Loan
Document). If any such non-excluded taxes, levies, imposts, duties, charges,
fees, deductions or withholdings ("Non-Excluded Taxes") are required to be paid
by the Administrative Agent or a Lender or withheld from any amounts payable to
the Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender



                                                                              22

with respect to any Non-Excluded Taxes that are attributable to such Lender's
failure to comply with the requirements of paragraph (d) of this Section.

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

         (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. The Borrower shall indemnify
the Administrative Agent and the Lenders for the amount of Non-Excluded Taxes
and Other Taxes and any incremental taxes, interest or penalties thereon paid by
the Administrative Agent or any Lender.

         (d) A Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided, that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's good faith judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

         (e) If the Administrative Agent or any Lender determines, in its sole
discretion, that it has received a refund of any Non-Excluded Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid such Other Taxes or paid additional amounts pursuant
to this Section 2.15, it shall pay over such refund to the Borrower (but only to
the extent of indemnity payments made, or Other Taxes or additional amounts
paid, by the Borrower under this Section 2.15 with respect to the Non-Excluded
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This paragraph shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

         (f) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            2.16 Indemnity. The Borrower agrees to indemnify each Lender for,
and to hold each Lender harmless from, any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of Loans after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by the Borrower in
making any prepayment of Loans after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of a
prepayment of Loans on a day that is not the last day of an Interest Period with
respect thereto. Such indemnification may include an amount equal to the excess,
if any, of (i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed for the period from the date of such prepayment or
of such failure to borrow to the last day of such Interest Period (or, in the
case of a failure to borrow, the Interest Period that would have commenced on
the date



                                                                              23

of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included therein,
if any) over (ii) the amount of interest (as reasonably determined by such
Lender) that would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
eurodollar market. A certificate as to any amounts payable pursuant to this
Section submitted to the Borrower by any Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

            2.17 Illegality. If, after the date of this Agreement, the adoption
of any applicable law, rule or regulation, or any change therein, or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its applicable lending
office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for any Lender (or its applicable lending office) to make,
maintain or fund its Loans and such Lender shall so notify the Administrative
Agent, the Administrative Agent shall forthwith give notice thereof to the other
Lenders and the Borrower, whereupon the obligation of such Lender to make Loans
shall be terminated and the Borrower shall prepay each outstanding Loan of such
Lender on the last day of the then current Interest Period therefor (or, if such
Lender may not lawfully maintain such Loan to such last day, no later than the
last day that such Lender may lawfully maintain such Loans). Before giving any
notice to the Administrative Agent pursuant to this Section, such Lender shall
designate a different applicable lending office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

            2.18 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.14 or 2.15
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding or minimizing the consequences of such event; provided, that
such designation is made on terms that, in the sole judgment of such Lender,
cause such Lender and its lending office(s) to suffer no economic, legal or
regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of the Borrower or the rights of
any Lender pursuant to Section 2.14 or 2.15.

            2.19 Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (i) requests (or requests on behalf of a Participant)
reimbursement for amounts owing pursuant to Section 2.14 or 2.15 or (ii)
defaults in its obligation to make Loans hereunder, with a replacement financial
institution; provided, that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) prior to any such replacement,
such Lender shall have taken no action under Section 2.18 so as to eliminate the
continued need for payment of amounts owing pursuant to Section 2.14 or 2.15,
(iv) the replacement financial institution shall purchase, at par, all Loans and
other amounts owing to such replaced Lender on or prior to the date of
replacement, (v) the Borrower shall be liable to such replaced Lender under
Section 2.16 if any Loan owing to such replaced Lender shall be purchased other
than on the last day of the Interest Period relating thereto, (vi) the
replacement financial institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (vii) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
9.6 (provided, that the Borrower shall be obligated to pay the registration and
processing fee referred to therein), (viii) until such time as such replacement
shall be consummated, the Borrower shall pay all additional amounts (if any)
required pursuant to Section 2.14 or 2.15, as the case may be, and (ix) any such
replacement shall not be deemed to be a waiver of any rights that the Borrower,
the Administrative Agent or any other Lender shall have against the replaced
Lender. It is understood and agreed that if any Lender replaced hereunder fails
to



                                                                              24

execute an Assignment and Assumption, it shall be deemed to have entered into
such Assignment and Assumption.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES

            To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans, the Borrower represents and warrants to
the Administrative Agent and each Lender that:

            3.1 Financial Condition. The audited balance sheet of the Borrower
as at December 31, 2003, and the related statements of income and of cash flows
for the fiscal year ended on such date, reported on by and accompanied by an
unqualified report from the Auditors (the "2003 Statements"), present fairly, in
all material respects, the financial condition of the Borrower as at such date,
and the results of its operations and its cash flows for the fiscal year then
ended. The unaudited balance sheet of the Borrower as at September 30, 2004, and
the related unaudited statements of income and cash flows for the 9-month period
ended on such date, present fairly, in all material respects, the financial
condition of the Borrower as at such date, and the results of its operations and
its consolidated cash flows for the 9-month period then ended (subject to normal
year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with
Applicable Accounting Principles (or IAS, in the case of the 2003 Statements)
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein, and except as
necessary to reflect any differences between IAS and Applicable Accounting
Principles). Except for commitments under contracts for construction of the
Expansion, as of the date of this Agreement, the Borrower has no material
Guarantee Obligations, material contingent liabilities, material liabilities for
taxes, or any long-term leases (other than the Harbour Agreement or Smelter Site
Agreement) or unusual forward or long-term commitments, including any interest
rate or foreign currency swap or exchange transaction or other obligation in
respect of derivatives, that are not reflected in the most recent financial
statements (including the related schedules and notes thereto) referred to in
this paragraph.

            3.2 No Change. Since September 30, 2004, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

            3.3 Existence; Compliance with Law. The Borrower and each Pledgor
(a) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of Iceland, (b) has the corporate and limited liability company
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and is in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law, except, in each case, to
the extent that the failure to comply with the requirements of clauses (b)
through (d) could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

            3.4 Power; Authorization; Enforceable Obligations. The Borrower and
each Pledgor has the corporate power and authority, and the legal right, to
make, deliver and perform the Loan Documents to which it is a party and, in the
case of the Borrower, to obtain extensions of credit hereunder. The Borrower and
each Pledgor has taken all necessary organizational action to authorize the
execution, delivery and performance of the Loan Documents to which it is a party
and, in the case of the Borrower, to authorize the extensions of credit on the
terms and conditions of this Agreement. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required by or on behalf of any Loan Party in connection
with the extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of



                                                                              25

this Agreement or any of the other Loan Documents, except (i) consents,
authorizations, filings and notices described in Schedule 3.4, which consents,
authorizations, filings and notices have been obtained or made and are in full
force and effect (excluding the approval referred to in section B.3 of Schedule
3.4) and (ii) where the failure to have obtained or made such consents,
authorizations, filings and notices could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each Loan Document has been duly
executed and delivered on behalf of the Borrower and each Pledgor (as
applicable). This Agreement constitutes, and each other Loan Document upon
execution will constitute, a legal, valid and binding obligation of the Borrower
and each Pledgor (as applicable), enforceable against the Borrower or such
Pledgor in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

            3.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the borrowings hereunder and the use of
the proceeds thereof will not violate any Requirement of Law, or any material
Contractual Obligation of the Borrower and will not result in, or require, the
creation or imposition of any Lien on any of such Person's properties or
revenues pursuant to any Requirement of Law or any such material Contractual
Obligation (other than the Liens created by the Security Documents).

            3.6 Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of the Borrower, threatened by or against any Loan Party or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) that could
reasonably be expected to have a Material Adverse Effect.

            3.7 No Default or Force Majeure. The Borrower is not in default
under or with respect to any of its Contractual Obligations in any respect that
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing. To the Borrower's knowledge,
(i) no other party is in breach of the terms of any of the Material Contracts
and Licenses to an extent which is likely to have a Material Adverse Effect,
(ii) no event of force majeure as defined in or contemplated by any of the
Material Contracts and Licenses has occurred and is continuing thereunder.

            3.8 Ownership of Property; Liens. Except as set forth in Schedule
6.3, the Borrower has title in fee simple to, or a valid leasehold interest in,
all its real property, and good title to, or a valid leasehold interest in, all
its other property. None of such property is subject to any Lien except as
permitted by Section 6.3.

            3.9 Intellectual Property. The Borrower owns, or is licensed to use,
all material Intellectual Property necessary for the conduct of its business as
currently conducted. No material claim has been asserted and is pending by any
Person challenging or questioning the use of any of the Borrower's owned or
licensed Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does the Borrower know of any valid basis for any
such material claim. To the Borrower's knowledge, the use of Intellectual
Property by the Borrower does not infringe on the rights of any Person in any
material respect.

            3.10 Taxes. (a) Each Loan Party has filed or caused to be filed all
material tax returns that are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any assessments made against it or
any of its property and all other material taxes, fees or other charges imposed
on it or any of its property by any Governmental Authority (other than any the
amount or



                                                                              26

validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with Applicable
Accounting Principles have been provided on the books of the relevant Loan
Party); no material tax lien has been filed, and, to the knowledge of any Loan
Party, no claim is being asserted, with respect to any such material tax, fee or
other charge, in each case other than as permitted pursuant to Section 6.3(a).

         (b) Under the laws of the Relevant Jurisdictions, it is not necessary
that the Loan Documents be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, documentary, transactional,
registration or similar tax or duty (including stamp duty, stamp duty reserve
tax and stamp duty land tax) be paid on or in relation to the Loan Documents or
the transactions contemplated by the Loan Documents, except as disclosed in
Schedule 3.10(b) hereto.

         (c) As of the date hereof, the Borrower is not required to make any
deduction for or on account of tax from any payment it may make under any Loan
Document.

            3.11 Margin Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board.

            3.12 Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against the Borrower pending or, to the
knowledge of the Borrower, threatened; (b) hours worked by and payment made to
employees of the Borrower have not been in violation of any other Requirement of
Law dealing with such matters; and (c) all payments due from the Borrower on
account of employee health and welfare insurance have been paid or accrued as a
liability on the books of the Borrower.

            3.13 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the United States Investment Company Act of 1940, as
amended. No Loan Party is subject to regulation under any Requirement of Law
(other than Regulation X of the Board) that limits its ability to incur
Indebtedness.

            3.14 No Subsidiaries. The Borrower has no Subsidiaries.

            3.15 Use of Proceeds. The proceeds of the Loans shall be used (i) to
refinance Indebtedness of the Borrower under the Senior Facility Agreement, (ii)
to finance costs expected to be incurred in connection with expanding the
production capacity of the Facilities and (iii) for general corporate purposes.

            3.16 Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

         (a) the facilities and properties owned, leased or operated by the
Borrower (the "Properties") do not contain, and have not previously contained,
any Materials of Environmental Concern in amounts or concentrations or under
circumstances that constitute or constituted a violation of, or could give rise
to liability under, any Environmental Law;

         (b) the Borrower has not received and is not aware of any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the business operated by the Borrower



                                                                              27

(the "Business"), nor does the Borrower have knowledge or reason to believe that
any such notice will be received or is being threatened;

         (c) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
that could give rise to liability under, any Environmental Law, nor have any
Materials of Environmental Concern been generated, treated, stored or disposed
of at, on or under any of the Properties in violation of, or in a manner that
could give rise to liability under, any applicable Environmental Law;

         (d) no judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower is or will be named as a party with
respect to the Properties or the Business, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to the Properties or the Business;

         (e) there has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Borrower in connection with the Properties or otherwise in
connection with the Business, in violation of or in amounts or in a manner that
could give rise to liability under Environmental Laws;

         (f) the Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the Business;

         (g) the Borrower has, or will at all relevant times have, obtained all
Environmental Approvals required in connection with the Business and has at all
times complied in all material respects with the terms of those Environmental
Approvals;

         (h) all information supplied by the Borrower to the Minister of
Environment of the Government of Iceland in order to obtain the Environmental
Operating Permit was true in all material respects as at its date or, as the
case may be, the date on which it was supplied and such information did not omit
as of its date or, as the case may be, the date on which it was so supplied, any
material information; and

         (i) the Borrower has not assumed any liability of any other Person
under Environmental Laws pursuant to any Contractual Obligation.

            3.17 Security Documents. (a) The Security Documents are effective to
create in favor of the Security Trustee, for the benefit of the Lenders, a
legal, valid and enforceable Lien on and security interest in the Collateral
(other than the BMT Tolling Conversion Agreement and the Anode Supply Agreement)
described therein and proceeds thereof, constituting fully perfected Liens on,
and security interests in, all right, title and interest of the Borrower or, in
the case of the Securities Pledge Agreement, the Pledgors, in such Collateral
and the proceeds thereof, as security for the Obligations, in each case prior
and superior in right to any other Person except for Liens permitted hereunder.

         (b) The shares of the Borrower which are included in the Collateral
pursuant to the Securities Pledge Agreement are validly authorized, duly issued,
fully paid and nonassessable.

         (c) There are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than stock options granted to
employees or directors of the Borrower



                                                                              28

and directors' qualifying shares) of any nature relating to any Capital Stock of
the Borrower except as created by the Loan Documents.

            3.18 Governing Law and Enforcement.

         (a) The choice of the law of the State of New York as the governing law
of this Agreement will be recognized and enforced in the Relevant Jurisdictions.

         (b) Any judgment obtained in the State of New York in relation to this
Agreement will be recognized and enforced in the Relevant Jurisdictions.

         (c) The execution by the Borrower and each of the Pledgors of each Loan
Document to which it is a party constitutes, and its exercise of its rights and
performance of its obligations under each Loan Document to which it is a party
will constitute, private and commercial acts done and performed for private and
commercial purposes and it will not be entitled to claim immunity from suit,
execution, attachment or other legal process in any proceedings taken in
relation to any Loan Document to which it is a party.

            3.19 Material Contracts and Licenses.

         (a) The Borrower has heretofore furnished to the Administrative Agent
true and correct copies of all Material Contracts and Licenses and there has
been no material amendment, modification, termination or other change to any
such Material Contract or License other than as previously disclosed in writing
to the Lenders.

                        SECTION 4. CONDITIONS PRECEDENT

            4.1 Conditions to Initial Loans. The agreement of each Lender to
make the initial Loan requested to be made by it is subject to the satisfaction,
prior to or concurrently with the making of such Loan, of the following
conditions precedent:

            (a) Fees. The Lenders and the Agents shall have received all fees
      required to be paid, and all expenses for which invoices have been
      presented (including the reasonable fees and expenses of New York and
      Icelandic legal counsel), on or before the Closing Date.

            (b) OR/HS Power Contract. The Borrower shall have accepted
      reassignment of the OR/HS Power Contract; the Borrower shall have
      delivered a true and correct copy thereof to the Administrative Agent and
      such contract shall be satisfactory in form and substance to the
      Administrative Agent insofar as it creates or purports to create any Liens
      against the Borrower or its properties and assets.

            (c) Documentation. The Administrative Agent shall have received each
      of the documents specified in Schedules 3.4 and 4.1.

            4.2 Conditions to Each Loan. The agreement of each Lender to make
any Loan requested to be made by it on any date (including its initial Loan) is
subject to the satisfaction of the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
      warranties made by any Loan Party in or pursuant to the Loan Documents
      shall be true and correct on and as of such date as if made on and as of
      such date (i) except to the extent that such representations



                                                                              29

      and warranties specifically refer to an earlier date, in which case they
      were true and correct as of such earlier date, (ii) except that for
      purposes of this Section 4.2(a), the representations and warranties
      contained in Sections 3.1 shall be deemed to refer to the most recent
      statements furnished pursuant to Section 5.1 and (iii) except to the
      extent of changes permitted by, or resulting from transactions permitted
      by, this Agreement and the other Loan Documents.

            (b) No Default. No Default or Event of Default shall have occurred
      and be continuing on such date or after giving effect to the extensions of
      credit requested to be made on such date.

            (c) Additional Equity Contribution. An equity contribution in an
      amount equal to the Additional Equity Contribution (calculated after
      giving effect to all Loans requested to be made on such Borrowing Date)
      shall have been made.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit that the
conditions contained in this Section 4.2 have been satisfied.

                        SECTION 5. AFFIRMATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder:

            5.1 Financial Statements. The Borrower will furnish to the
Administrative Agent with sufficient copies for each Lender:

            (a) as soon as available, but in any event within 120 days after the
      end of each fiscal year, a copy of the audited balance sheet of the
      Borrower as at the end of such year and the related audited statements of
      income and of cash flows for such year, setting forth in each case in
      comparative form the figures for the previous year, reported on without a
      "going concern" or like qualification or exception, or qualification
      arising out of the scope of the audit, by the Auditors; and

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year, the unaudited balance sheet of the Borrower as at the end of such
      quarter and the related unaudited statements of income and of cash flows
      for such quarter and the portion of the fiscal year through the end of
      such quarter certified by a Responsible Officer as being fairly stated in
      all material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with
Applicable Accounting Principles applied (except as approved by the Auditors and
disclosed in reasonable detail therein) consistently throughout the periods
reflected therein and with prior periods.

            5.2 Certificates; Other Information. The Borrower will furnish to
the Administrative Agent with sufficient copies for each Lender (or, in the case
of clause (d), to the relevant Lender):

            (a) concurrently with the delivery of the financial statements
      referred to in Section 5.1(a), a certificate of the Auditors stating that
      in making the examination necessary therefor no



                                                                              30

      knowledge was obtained of any Default or Event of Default resulting from a
      failure of the Borrower to comply with the requirements of Section 6.1,
      except as specified in such certificate;

            (b) concurrently with the delivery of any financial statements
      pursuant to Section 5.1 (i) a certificate of a Responsible Officer stating
      that such Responsible Officer has obtained no knowledge of any Default or
      Event of Default except as specified in such certificate, (ii) in the case
      of each Applicable FQE, a Compliance Certificate containing all
      information and calculations necessary for determining compliance with the
      provisions of this Agreement referred to therein as of the last day of the
      fiscal quarter or fiscal year of the Borrower, as the case may be, and
      (iii) a report prepared in respect of the production levels, material
      operating costs and other material operating data of the Facilities which
      report shall be in reasonably satisfactory form to the Administrative
      Agent;

            (c) within 25 days after the end of each calendar month a report,
      prepared by the HRV Group and signed by a Responsible Officer of the
      Borrower, as to the progress of the construction of the Expansion and,
      until Completion, if the Administrative Agent so requests the Borrower
      will attend meetings in Iceland with the Lenders on a quarterly basis to
      discuss such progress; and

            (d) promptly, such additional financial and other information as the
      Administrative Agent may from time to time reasonably request.

            5.3 Business Plan; Completion.

            (a) The Lenders shall have the right, at any time prior to
      Completion, to appoint and retain (at the Lenders' cost) an independent
      technical consultant (the "Technical Consultant") to review the progress
      of the Expansion and advise the Lenders in respect thereof. If, in the
      opinion of the Required Lenders, there is an adverse development in the
      progress of the Expansion which would be reasonably likely to have a
      Material Adverse Effect, the Lenders may (at the Borrower's cost) retain
      the Technical Consultant or appoint and retain an independent engineering
      company (the "Independent Engineer") to investigate the adverse
      development and advise the Lenders with respect thereto. The selection of
      any Technical Consultant or Independent Engineer appointed by the Lenders
      shall be subject to (i) the approval of the Borrower (such approval not to
      be unreasonably withheld) and (ii) the execution and delivery of a
      confidentiality agreement substantially similar to the provisions of
      Section 9.20 of this Agreement. The Borrower will cooperate with any
      investigations by any Technical Consultant or Independent Engineer,
      provided that nothing in this Section 5.3(a) shall require the Borrower to
      follow any recommendations made by a Technical Consultant or Independent
      Engineer if the Borrower believes in good faith that such recommendations
      will not be beneficial to the business or the Facilities.

            (b) The Borrower will update the Business Plan annually and
      accordingly will supply to the Administrative Agent sufficient copies
      thereof for all of the Lenders and the Technical Consultant (if any) not
      later than January 31 in each year. The Borrower will ensure that each
      Business Plan: (i) is in a form reasonably acceptable to the
      Administrative Agent and includes a projected income statement, balance
      sheet and cash flow statement for the Borrower, projected financial
      covenant calculations and a statement of expenses relating to the
      Expansion incurred during the relevant period; (ii) has been approved by
      the Board of Directors of the Borrower; and (iii) contains a written
      explanation of the main changes from the previous Business Plan.



                                                                              31

            (c) When in the Borrower's opinion the Expansion has been completed,
      the Borrower will submit to the Administrative Agent a report confirming
      such completion and certifying that the Facility has had average daily
      production levels equivalent to not less than 212,000 metric tons per
      annum for a period of 30 consecutive days ("Completion").

            5.4 Payment of Obligations. Except to the extent that the failure to
do so could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect, the Borrower will pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with Applicable Accounting Principles with respect
thereto have been provided on the books of the Borrower.

            5.5 Maintenance of Existence; Compliance. The Borrower will (a) (i)
preserve, renew and keep in full force and effect its organizational existence
and (ii) take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business, except,
in the case of clause (ii) above, to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (b) comply with
all Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

            5.6 Maintenance of Property; Insurance. The Borrower will keep all
material property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted; provided that the Borrower may
discontinue the operation and maintenance of any of its properties or assets if
such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its business and does not have a Material Adverse Effect. The
Borrower will maintain with financially sound and reputable insurance companies
insurance on its property in at least such amounts and against at least such
risks (but including in any event public liability, product liability and
business interruption) as are usually insured against by similarly situated
companies. The Borrower's insurance coverage as of the date hereof is identified
in the Insurance Report; such report will be updated annually and provided to
the Administrative Agent by January 31 each year. If in the reasonable opinion
of the Administrative Agent the Borrower's insurance does not comply with the
requirements of this Section 5.6, the Administrative Agent will be entitled,
after consulting with the Borrower, to arrange for a report on the adequacy and
extent of the Borrower's insurance (at the cost of the Borrower) from a third
party expert reasonably selected by the Administrative Agent, and the Borrower
and the Administrative Agent will in good faith discuss implementing the
recommendations made by such third party expert.

            5.7 Inspection of Property; Books and Records; Discussions. The
Borrower will (a) keep proper books of records and account in which full, true
and correct entries in conformity with Applicable Accounting Principles and all
Requirements of Law shall be made and (b) permit representatives of the
Administrative Agent and, if a Default exists, any Lender, to visit and inspect
(at its own expense unless a Default exists, in which case at the Borrower's
expense) any of its properties and examine and make abstracts from any of its
books and records, at any reasonable time and as often as may reasonably be
desired and to discuss the business, operations, properties and financial and
other condition of the Borrower with Responsible Officers of the Borrower and
with the Borrower's independent certified public accountants.

            5.8 Notices. The Borrower will promptly give notice to the
Administrative Agent with sufficient copies for each Lender of:

            (a) the occurrence of any Default or Event of Default upon becoming
      aware of the same;



                                                                              32

            (b) any (i) default or event of default under any Contractual
      Obligation of any Loan Party or (ii) litigation, investigation or
      proceeding that may exist at any time between any Loan Party and any
      Governmental Authority, that in either case, if not cured or if adversely
      determined, as the case may be, could reasonably be expected to have a
      Material Adverse Effect;

            (c) any litigation or proceeding affecting any Loan Party (i) in
      which the amount involved is $5,000,000 or more and not covered by
      insurance, (ii) in which injunctive or similar relief is sought unless
      such relief, if granted, could not reasonably be expected to have a
      Material Adverse Effect or (iii) which relates to any Loan Document;

            (d) details of any event of which it is aware which may constitute a
      material event of force majeure under any of the Material Contracts and
      Licenses;

            (e) copies of all notices of default, suspension, termination, or
      material claims or material demands made against it under any of the
      Material Contracts and Licenses, otherwise than in the normal course of
      performance of any such contract, or affecting the Facilities and details
      of any action it proposes to take in relation to the same;

            (f) upon becoming aware of them, details of any damage to or
      destruction of the Facilities where the cost of repair or re-instatement
      is likely to exceed $4,000,000;

            (g) any reduction in the average production levels of the Smelter
      below 90% of its capacity for a period which has exceeded or is
      anticipated to exceed 30 days;

            (h) in respect of each of the Material Contracts and Licenses
      details of:

                        (i) any material amendments or material variations to
            the terms thereof;

                        (ii) any assignment, novation or transfer by any Party
            thereto (other than the Borrower) of its rights and/or obligations
            thereunder;

            (i) notice of any claim by the Borrower under any insurance policy
      in an amount greater than $5,000,000; and

            (j) any other development or event that has had or could reasonably
      be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.8 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower proposes to take with respect
thereto.

            5.9 Environmental Laws. (a) The Borrower will comply with, and use
commercially reasonable efforts to ensure compliance by all tenants and
subtenants, if any, with, all applicable Environmental Laws, and obtain and
comply with and maintain, and use commercially reasonable efforts to ensure that
all tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except where the failure so to comply or to obtain
or maintain any such license, approval, notification, registration or permit
could not reasonably be expected to have a Material Adverse Effect.



                                                                              33

         (b) The Borrower will conduct and complete in all material respects
all investigations, studies, sampling and testing, and all remedial, removal and
other actions required under Environmental Laws and promptly comply in all
material respects with all legally enforceable orders and directives of all
Governmental Authorities regarding Environmental Laws.

            5.10 Pari Passu Ranking. The Borrower will ensure that at all times
any unsecured and unsubordinated claims of a Lender Party against it under the
Loan Documents rank at least pari passu with the claims of all its other
unsecured and unsubordinated creditors except those creditors whose claims are
mandatorily preferred by laws of general application to companies.

            5.11 Intellectual Property. Except as in the aggregate could not
reasonably be expected to have a Material Adverse Effect, the Borrower will (a)
preserve and maintain the subsistence and validity of its Intellectual Property
necessary for the Business, (b) use reasonable endeavors to prevent any
infringement in any material respect of its rights in respect of the
Intellectual Property now or hereafter owned or licensed by it, (c) make
registrations and pay all registration fees and taxes necessary to maintain its
Intellectual Property in full force and effect and record its interest in such
Intellectual Property, (d) not use the Intellectual Property now or hereafter
owned or licensed by it or permit it to be used in a way or take any step or
omit to take any step in respect of such Intellectual Property which may
adversely affect the existence or value of its Intellectual Property or imperil
its right to use such property, and (e) not discontinue the use of its
Intellectual Property. The Borrower will notify the Administrative Agent if it
obtains any interest in any Intellectual Property material to its business which
it did not hold as at the date of this Agreement.

            5.12 Operation and Maintenance. The Borrower will: (i) diligently
operate and maintain the Facilities in a safe, efficient and business-like
manner, in accordance with Good Industry Practice and in such a manner as to
ensure that it does not prejudice, in any material respect, its ability to claim
against any person (including any contractor) for breach of any material
manufacturer, supplier or other warranties; (ii) not cease to be the operator of
the Facilities; and (iii) not enter into any agreement under which the Borrower
will incur operating costs except on arm's length terms.

            5.13 Material Contracts and Licenses. The Borrower shall comply with
its obligations, and enforce its rights and exercise its discretions, under the
Material Contracts and Licenses, except where the failure to so comply with, or
exercise its rights and discretions under, the same would not have a Material
Adverse Effect.

            5.14 Glencore Tolling Agreement. After the date hereof and on or
before May 10, 2005, the Borrower shall have entered into a tolling conversion
agreement with Glencore Ltd. on terms substantially consistent with those of the
Glencore Tolling Conversion Agreement.

            5.15 UK Security Documents. After the date hereof the Borrower
shall, to the extent reasonably possible, at its own expense, execute and do all
such assurances, acts and things to effect first ranking, perfected security
interests for the benefit of the Secured Parties with respect to the BMT Tolling
Conversion Agreement and the Anode Supply Agreement; provided, however that the
Borrower shall not be required to obtain the consent or acknowledgment of any
counterparty to either agreement.

            5.16 Further Assurances

         (a) The Borrower shall, at its own expense, execute and do all such
assurances, acts and things as any Agent may reasonably require for perfecting
or protecting the security constituted or evidenced or purported to be
constituted or evidenced by any of the Loan Documents or for exercising its
rights under any Direct Agreement.



                                                                              34

         (b) The Borrower shall, on terms no more onerous than any other
Security Document, (i) enter into any necessary updates or supplements to any
Security Documents governed by Icelandic law; and (ii) enter into any security
documents relating to any Material Contracts and Licenses entered into by it
after the date hereof.

         (c) The Borrower hereby irrevocably appoints the Administrative Agent,
the Security Trustee and any of their delegates its true and lawful attorney,
with full power to take, at the expense of the Borrower, at any time and from
time to time, any or all action which the Borrower is obliged to take and fails
to do so under this Section 5.14. The Borrower ratifies and confirms whatever
any attorney does or purports to do pursuant to its appointment under this
Section 5.14.

                         SECTION 6. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder:

            6.1 Financial Covenants. The Borrower will not:

         (a) Net Worth. Permit Net Worth to be less than (i) $150,000,000 as of
the Closing Date or (ii) $200,000,000 as of December 31, 2005 or any June 30 or
December 31 thereafter.

         (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio to be
less than 1.50 to 1.0 (i) on December 31, 2006 or (ii) on each June 30 and
December 31 thereafter, with respect to the six-month period ending on such
date.

         (c) Debt Service Coverage Ratio. Permit the Debt Service Coverage Ratio
to be less than 1.10 to 1.0 (i) on December 31, 2006 or (ii) on each June 30 and
December 31 thereafter, with respect to the six-month period ending on such
date.

         (d) Certain Cure Rights. A Default under this Section 6.1 as of the
last day of any fiscal quarter of the Borrower upon which such semi-annual
compliance is tested (the "Applicable FQE") may be cured through contributions
of Qualifying Junior Funding not later than the tenth Business Day following the
date on which financial statements for the period ending with the Applicable FQE
are required to be delivered. Solely for purposes of determining whether a
Default exists under Section 6.1, such a contribution shall be given effect as
of the Applicable FQE and the amount of such contribution shall be deemed to be
additional Gross Revenues of the Borrower for the fiscal quarter ending on the
Applicable FQE.

            6.2 Indebtedness. The Borrower will not create, issue, incur,
assume, become liable in respect of or suffer to exist any Indebtedness, except:

            (a) Indebtedness pursuant to any Loan Document;

            (b) Indebtedness in respect of Qualifying Junior Funding;

            (c) Indebtedness under Swap Agreements permitted by Section 6.10;

            (d) Indebtedness outstanding on the date hereof and listed on
      Schedule 6.2(d) and any refinancings, refundings, renewals or extensions
      thereof (without increasing, or shortening the maturity of, the principal
      amount thereof) (it being understood that any accrued but unpaid



                                                                              35

      fees or interest added to any principal amount shall not constitute an
      increase of principal for purposes of this paragraph);

            (e) accounts payable, endorsements for collection, deposit or
      negotiation, subscriber deposits, accrued expenses, customer advance
      payments and warranties of products or services incurred in the ordinary
      course of business;

            (f) Indebtedness in connection with the issuance of one or more
      letters of credit or performance bonds issued in connection with the
      Expansion, in the ordinary course of business or pursuant to
      self-insurance obligations;

            (g) Indebtedness under the Power Contracts;

            (h) Indebtedness incurred by the Borrower under any Capital Lease
      Obligation, provided that the aggregate principal amount of such
      Indebtedness of the Borrower shall not exceed $3,000,000 at any one time;

            (i) Indebtedness incurred in connection with the acquisition after
      the date hereof of any real or personal property by the Borrower, provided
      that the aggregate principal amount of such Indebtedness of the Borrower
      shall not exceed $5,000,000 at any one time; and

            (j) other unsecured Indebtedness of the Borrower in an aggregate
      principal amount not to exceed $5,000,000 at any one time outstanding.

            6.3 LiensThe Borrower will not create, incur, assume or suffer to
exist any Lien upon any of its property, whether now owned or hereafter
acquired, except:

            (a) any lien arising by operation of law in the ordinary course of
      business and securing amounts not more than 30 days overdue (or any longer
      period where such overdue amounts do not exceed in the aggregate $100,000,
      the payment of such amounts is being contested in good faith by
      appropriate proceedings and the enforcement of such lien over the relevant
      asset is not likely, in the reasonable opinion of the Required Lenders, to
      have a Material Adverse Effect);

            (b) any lien arising in respect of the Senior Facility Agreement
      that will be irrevocably discharged upon the Closing Date (or, in respect
      of any Icelandic general bond, as soon as possible thereafter);

            (c) pledges to secure indemnity, performance or other similar bonds
      for the performance of bids, tenders or contracts (other than for the
      repayment of borrowed money) or to secure statutory obligations;

            (d) Liens on properties in respect of judgments or awards that have
      been in force for less than the applicable period for taking an appeal so
      long as execution is not levied thereunder and in respect of which the
      Borrower shall at the time in good faith be prosecuting an appeal or
      proceedings for review and in respect of which a stay of execution shall
      have been obtained pending such appeal or review and such liens over the
      relevant asset or assets are not individually or in the aggregate likely
      to have a Material Adverse Effect;

            (e) encumbrances on the Properties consisting of easements, rights
      of way, zoning restrictions, restrictions on the use of real property and
      defects and irregularities in the title



                                                                              36

      thereto which are not individually or in the aggregate reasonably likely
      to have a Material Adverse Effect;

            (f) purchase money security interests in or purchase money mortgages
      on real or personal property acquired after the date hereof to secure
      purchase money Indebtedness of the type and amount permitted by Section
      6.2(i), incurred in connection with the acquisition of such property,
      which security interests or mortgages cover only the real or personal
      property so acquired;

            (g) Liens of carriers, warehousemen, mechanics and materialmen (i)
      in existence less than 120 days from the date of creation thereof in
      respect of obligations not overdue, or (ii) which are being contested in
      good faith by appropriate proceedings diligently pursued, if adequate
      reserves with respect thereto are maintained on the books of the Borrower
      in accordance with Applicable Accounting Principles;

            (h) Liens created pursuant to the terms of the OR/HS Power Contract;

            (i) Liens in existence on the date hereof listed on Schedule 6.3,
      securing Indebtedness permitted by Section 6.2(d), provided, that no such
      Lien is spread to cover any additional property after the date hereof and
      that the amount of Indebtedness secured thereby is not increased, provided
      further that such Liens shall not include Liens created pursuant to the
      Senior Facility Agreement after the termination thereof; and

            (j) Liens created pursuant to the Security Documents.

            The Borrower will not: (i) sell, transfer or otherwise dispose of
any of its assets on terms that they are or may be leased to or re-acquired by
the Borrower; (ii) sell, transfer or otherwise dispose of any of its receivables
on recourse terms; (iii) enter into any arrangement under which money or the
benefit of a bank or other account may be applied, set off or made subject to a
combination of accounts; or (iv) enter into any other preferential arrangement
having a similar effect, in circumstances where the arrangement or transaction
is entered into primarily as a method of raising Indebtedness or of financing
the acquisition of an asset, in each case except for a transaction expressly
permitted above.

            6.4 Fundamental Changes. The Borrower will not enter into any
merger, demerger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or
substantially all of its property or business; provided that the Borrower may
merge with another Person if the Borrower is the surviving entity in such merger
and after giving effect thereto no Default exists.

            6.5 Disposition of Property. The Borrower will not dispose of any of
its property, whether now owned or hereafter acquired except:

            (a) the Disposition of obsolete or worn out property in the ordinary
      course of business;

            (b) the Disposition of property for aggregate consideration not
      exceeding $2,000,000 in any fiscal year;

            (c) the sale of inventory in the ordinary course of business;



                                                                              37

            (d) the sale of accounts receivable without recourse to the Borrower
      or its assets in respect of the collectability; and

            (e) Dispositions of cash otherwise permitted hereunder.

            6.6 Restricted Payments. The Borrower will not declare or pay any
dividend (other than dividends payable solely in common Capital Stock of the
Person making such dividend) pay any management, advisory or other fee or make
any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition
of, any Capital Stock of any Group Member, whether now or hereafter outstanding,
or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of any Group Member
(collectively, "Restricted Payments"), except that, subsequent to Completion, so
long as no Default or Event of Default shall have occurred and be continuing or
would result therefrom, the Borrower may make Restricted Payments provided that
(i) the Debt Service Coverage Ratio as of the last Applicable FQE is not less
than 1.35 to 1.0 and (ii) the Borrower complies with Section 2.7(a) in respect
of each such Restricted Payment. Notwithstanding the foregoing, the Borrower may
make Restricted Payments to one or both of the Pledgors without complying with
the provisions of this Section 6.6 if (i) the payment or distribution consists
solely of Indebtedness of the Borrower in the form of Qualifying Junior Funding
or (ii) each applicable Pledgor executes and delivers such security agreements
and instruments, for the benefit of the Lenders, in respect of the paid or
distributed cash or property as the Agents shall require.

            6.7 Capital Expenditures. The Borrower will not permit, for any
fiscal year of the Borrower, the aggregate amount of Capital Expenditures made
during such fiscal year, exclusive of Capital Expenditures in respect of
expanding the production capacity of the Facilities, to exceed $5,000,000 for
any fiscal year ending on or before December 31, 2006 and $8,000,000 for any
subsequent fiscal year.

            6.8 Investments. The Borrower will not make any advance, loan,
extension of credit (by way of guaranty or otherwise) or capital contribution
to, or purchase any Capital Stock, bonds, notes, debentures or other debt
securities of, or any assets constituting a business unit of, any Person or
enter into any Joint Venture (all of the foregoing, "Investments"), except:

            (a) extensions of trade credit in the ordinary course of business;

            (b) advances and deposits for the purchase of goods, services and
      insurance premiums in the ordinary course of the Borrower's business;

            (c) investments in Cash Equivalents;

            (d) loans and advances to employees in the ordinary course of
      business (including for travel, entertainment and relocation expenses) in
      an aggregate amount not to exceed $750,000 at any one time outstanding;

            (e) investments existing on the date hereof and listed on Schedule
      6.8;

            (f) investments consisting of promissory notes, bonds, debentures or
      other evidence of Indebtedness received as proceeds of asset dispositions
      permitted by Section 6.5; and

            (g) investments pursuant to Swap Agreements that are permitted by
      Section 6.10.



                                                                              38

            6.9 Transactions with Affiliates. The Borrower will not enter into
any transaction, including any purchase, sale, lease or exchange of property,
the rendering of any service or the payment of any management, advisory or
similar fees, with any Affiliate unless such transaction is (a) not otherwise
prohibited by this Agreement, (b) in the ordinary course of business of the
Borrower, and (c) upon fair and reasonable terms no less favorable to the
Borrower than it would obtain in a comparable arm's length transaction with a
Person that is not an Affiliate.

            6.10 Swap Agreements. The Borrower will not enter into any Swap
Agreement, except Swap Agreements entered into to hedge or mitigate risks to
which the Borrower has actual exposure and which are not for speculative
purposes.

            6.11 Changes in Fiscal Periods. The Borrower will not permit the
fiscal year of the Borrower to end on a day other than December 31 or change the
Borrower's method of determining fiscal quarters.

            6.12 Lines of Business. The Borrower will not enter into any
business except for ownership and operation of the Smelter, disposition of the
output therefrom and any business activity reasonably related, incidental or
ancillary thereto.

            6.13 Replacement Harbour Loan Agreement. The Borrower will not make
any prepayment under the Replacement Harbour Loan Agreement without the prior
written consent of the Administrative Agent.

            6.14 Constitutional Documents. The Borrower shall not, without the
prior written consent of the Administrative Agent, amend its Constitutional
Documents in any material respect.

                          SECTION 7. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Loan when
      due in accordance with the terms hereof; or the Borrower shall fail to pay
      any interest on any Loan, or any other amount payable hereunder or under
      any other Loan Document, within two Business Days after any such interest
      or other amount becomes due in accordance with the terms hereof; or

            (b) any representation or warranty made or deemed made by any Loan
      Party herein or in any other Loan Document or that is contained in any
      certificate, document or financial or other statement furnished by such
      Person at any time under or in connection with this Agreement or any such
      other Loan Document shall prove to have been inaccurate in any material
      respect on or as of the date made or deemed made; or

            (c) (i) the Borrower shall default in the observance or performance
      of any agreement contained in Section 5.8(a) or 6 of this Agreement or
      (ii) an "Event of Default" under and as defined in any Security Document
      shall have occurred and be continuing; or

            (d) the Borrower shall default in the observance or performance of
      any agreement contained in Section 5.8 of this Agreement (other than
      Section 5.8(a)) and such default shall not have been remedied or waived
      within 30 days after the occurrence of such default; or

            (e) any Loan Party shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Loan Document
      (other than as provided in



                                                                              39

      paragraphs (a) through (c) of this Section), and such default shall
      continue unremedied for a period of 30 days after notice to the Borrower
      from the Administrative Agent or the Required Lenders; or

            (f) any Loan Party shall (i) default in making any payment of any
      principal of any Indebtedness (including any Guarantee Obligation, but
      excluding the Loans) on the scheduled or original due date with respect
      thereto; or (ii) default in making any payment of any interest on any such
      Indebtedness beyond the period of grace, if any, provided in the
      instrument or agreement under which such Indebtedness was created; or
      (iii) default in the observance or performance of any other agreement or
      condition relating to any such Indebtedness or contained in any instrument
      or agreement evidencing, securing or relating thereto, or any other event
      shall occur or condition exist, the effect of which default or other event
      or condition is to cause, or to permit the holder or beneficiary of such
      Indebtedness (or a trustee or agent on behalf of such holder or
      beneficiary) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity or (in the case of
      any such Indebtedness constituting a Guarantee Obligation) to become
      payable; provided, that a default, event or condition described in clause
      (i), (ii) or (iii) of this paragraph (f) shall not at any time constitute
      an Event of Default unless, at such time, one or more defaults, events or
      conditions of the type described in clauses (i), (ii) and (iii) of this
      paragraph (f) shall have occurred and be continuing with respect to
      Indebtedness the outstanding principal amount of which exceeds in the
      aggregate $1,000,000; or

            (g) (i) any Loan Party shall commence any case, proceeding or other
      action (A) under any existing or future law of any jurisdiction, domestic
      or foreign, relating to bankruptcy, insolvency, reorganization or relief
      of debtors, seeking to have an order for relief entered with respect to
      it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
      reorganization, arrangement, adjustment, winding-up, liquidation,
      dissolution, composition or other relief with respect to it or its debts,
      or (B) seeking appointment of a receiver, trustee, custodian, conservator
      or other similar official for it or for all or any substantial part of its
      assets, or any Loan Party shall make a general assignment for the benefit
      of its creditors; or (ii) there shall be commenced against any Loan Party
      any case, proceeding or other action of a nature referred to in clause (i)
      above that (A) results in the entry of an order for relief or any such
      adjudication or appointment or (B) remains undismissed, undischarged or
      unbonded for a period of 60 days; or (iii) there shall be commenced
      against any Loan Party any case, proceeding or other action seeking
      issuance of a warrant of attachment, execution, distraint or similar
      process against all or any substantial part of its assets that results in
      the entry of an order for any such relief that shall not have been
      vacated, discharged, or stayed or bonded pending appeal within 60 days
      from the entry thereof; or (iv) any Loan Party shall take any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
      any Loan Party shall generally not, or shall be unable to, or shall admit
      in writing its inability to, pay its debts as they become due; or

            (h) one or more final judgments or decrees shall be entered against
      any Loan Party involving in the aggregate a liability (not paid or fully
      covered by insurance as to which the relevant insurance company has
      acknowledged coverage) of $5,000,000 or more, and all such final judgments
      or decrees shall not have been vacated, discharged, stayed or bonded
      pending appeal within 30 days from the entry thereof; or

            (i) (i) any of the Loan Documents shall cease to be in full force
      and effect for any reason other than in accordance with the terms thereof,
      due to an act or omission of any Agent or Lender or with the prior written
      consent of each of the Lenders, (ii) any Loan Party or any Affiliate of
      any Loan Party shall so assert, or (iii) any Lien created by any of the
      Security



                                                                              40

      Documents shall cease to be enforceable and of the same effect and
      priority purported to be created thereby other than in accordance with the
      terms thereof, due to an act or omission of any Agent or Lender or with
      the prior written consent of each of the Lenders; or

            (j) the Borrower suspends or ceases to carry on (or threatens to
      suspend or cease to carry on) all or a material part of its business;

            (k) after the date hereof, the Borrower ceases to be a Wholly Owned
      Subsidiary of the Parent;

            (l) the authority or ability of the Borrower to conduct its business
      is materially limited or wholly or substantially curtailed by any seizure,
      expropriation, nationalization, intervention, restriction, requisition or
      other action by or on behalf of any governmental, regulatory or other
      authority or other person in relation to the Borrower or any of its
      assets;

            (m) the Borrower abandons all or a material part of the Facilities
      or all or a material part of the Facilities are damaged or destroyed and
      such damage or destruction is, in the reasonable judgment of the Required
      Lenders, reasonably likely to have a Material Adverse Effect;

            (n) (i) the Government of Iceland or any agency of that Government
      takes, or states officially that it proposes to take, any step with a view
      to the seizure, expropriation, nationalization or acquisition (whether
      compulsory or otherwise, in whole or in part, and whether or not for fair
      compensation) of the Borrower or any of its material assets;

                (ii) all or a material part of the Facilities is requisitioned;
            or

                (iii) the Government of Iceland takes any step (save as provided
            for in the Investment Agreement as in effect on the date of this
            Agreement) with a view to the regulation, administration or
            limitation of, or the assertion of any form of administrative
            control over, rates applied, prices charged or rates of return
            achievable, by the Borrower in connection with the Business and any
            such step, in the reasonable judgment of the Required Lenders, is
            likely to have a Material Adverse Effect;

            (o) any event or circumstance occurs which the Required Lenders
      reasonably believe has or is reasonably likely to have a Material Adverse
      Effect.

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (g) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower, declare the Loans (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Loan Documents to be
due and payable forthwith, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived by
the Borrower.



                                                                              41

                             SECTION 8. THE AGENTS

            8.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent and Security Trustee as the agent of such
Lender under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes the Administrative Agent and Security Trustee, in such
capacities, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent or Security
Trustee, as applicable, by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent and Security Trustee shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent or Security Trustee.

            8.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

            8.3 Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

            8.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other



                                                                              42

Loan Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

            8.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent has received notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

            8.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates have made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any Affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
Affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

            8.7 Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Exposures in effect on the date on which indemnification is sought
under this Section from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or
after the payment of the Loans) be imposed on, incurred by or asserted against
such Agent in any way relating to or arising out of, the Commitments, this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent under or in connection with any of
the foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.



                                                                              43

            8.8 Agent in Its Individual Capacity. Each Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent were not an Agent. With
respect to its Loans made or renewed by it and with respect to any letter of
credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

            8.9 Successor Agents. The Administrative Agent may resign as
Administrative Agent, and the Security Trustee may resign as Security Trustee,
upon 30 days' notice to the Lenders and the Borrower. If the Administrative
Agent or Security Trustee shall resign as Administrative Agent or Security
Trustee, as applicable, under this Agreement and the other Loan Documents, then
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall (unless an Event of Default under
Section 7(a) or 7(g) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent or Security
Trustee, as applicable, and the term "Administrative Agent" or "Security
Trustee" shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent, or the former Security Trustee's rights, powers and duties
as Security Trustee, as applicable, shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or Security
Trustee or any of the parties to this Agreement or any holders of the Loans. If
no successor agent has accepted appointment as Administrative Agent or Security
Trustee, as applicable, by the date that is 30 days following a retiring
Administrative Agent's or Security Trustee's notice of resignation, the retiring
Administrative Agent's or Security Trustee's resignation shall nevertheless
thereupon become effective, and the Lenders shall assume and perform all of the
duties of the Administrative Agent or Security Trustee hereunder until such
time, if any, as the Required Lenders appoint a successor agent as provided for
above. After any retiring Administrative Agent's resignation as Administrative
Agent, or any retiring Security Trustee's resignation as Security Trustee, the
provisions of this Section 8 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent or Security
Trustee, as applicable, under this Agreement and the other Loan Documents.

                            SECTION 9. MISCELLANEOUS

            9.1 Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 9.1. The
Majority Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Majority Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Majority Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Loan, reduce the stated rate of any
interest or fee payable hereunder (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates (which waiver shall
be effective with the consent of the Majority Lenders) and (y) that any
amendment or modification of defined terms used in the financial covenants in
this Agreement shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (i)) or extend the scheduled date of any payment
thereof, or increase the amount or



                                                                              44

extend the expiration date of any Lender's Commitment, in each case without the
written consent of each Lender directly and adversely affected thereby; (ii)
eliminate or reduce the voting rights of any Lender under this Section 9.1
without the written consent of such Lender; (iii) reduce any percentage
specified in the definitions of Majority Lenders or Required Lenders, consent to
the assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement and the other Loan Documents, release all or substantially
all of the Collateral, in each case without the written consent of all Lenders;
(iv) amend, waive or modify any condition precedent set forth in Section 4.2
with respect to any extensions of credit without the written consent of the
Majority Lenders; or (v) amend, modify or waive any provision of Section 9
without the written consent of the Administrative Agent; (notwithstanding
anything contained herein, it being understood that the consent of the Majority
Lenders shall not separately be required for any waiver, amendment, supplement
or modification obtained pursuant to clauses (i) through (v) of the foregoing
proviso). Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the Loan
Parties, the Lenders, the Administrative Agent and all future holders of the
Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon. In furtherance of clause (iv) of this
Section 9.1, (i) any amendment, waiver or modification with respect to Section
6.1 or (ii) any amendment, waiver or modification of any provision of this
Agreement or any other Loan Document at a time when a Default or Event of
Default is in existence, and that would have the effect of eliminating such
Default or Event of Default, shall not be deemed to be effective for the purpose
of determining whether the conditions precedent set forth in Section 4.2 to the
making of any extension of credit have been satisfied unless the Majority
Lenders shall have consented to such amendment, waiver or modification.

            9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

            Borrower:

            Noroural ehf.
            Grundartangi
            301 Akranes
            Iceland
            Attention: Ragnar Guomundsson, Manager of Finance
            Telecopy No.: 011 354 430 1001

            With a copy to the Parent:

            Century Aluminum Company
            2511 Garden Road
            Building A, Suite 200
            Monterey, California 93940
            Attention: Daniel J. Krofcheck and Gerald J. Kitchen
            Telecopy No.: 001 831 642 9328



                                                                              45

            Administrative Agent:

            Landsbanki Islands hf.
            Austurstraeti 11
            101 Reykjavik
            Iceland
            Attention: Hlynur Sigursveinsson
            Telecopy No.: 011 354 410 3013

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

            Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            9.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            9.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans and other extensions of credit hereunder.

            9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of New York and Icelandic counsel to the Administrative Agent and
filing and recording fees and expenses, with statements with respect to the
foregoing to be submitted to the Borrower prior to the Closing Date (in the case
of amounts to be paid on or prior to the Closing Date) and from time to time
thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall reasonably deem appropriate, (b) to pay or reimburse
each Lender and the Administrative Agent for all its reasonable costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents but, in the case of the Lenders, only after the occurrence and during
the continuance of a Default or an Event of Default, including the fees and
disbursements of counsel (including, without duplication, the allocated fees and
expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay caused by
any Loan Party in paying, stamp, excise and other taxes, if any, that may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation


                                                                              46

or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Administrative Agent and their
respective officers, directors, employees, Affiliates, agents and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any other documents necessary to be
prepared or filed in connection herewith and therewith, including any of the
foregoing relating to the use of proceeds of the Loans or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of any Loan Party or any of the Properties and the reasonable fees
and expenses of legal counsel in connection with claims, actions or proceedings
by any Indemnitee against any Loan Party under any Loan Document (all the
foregoing in this clause (d), collectively, the "Indemnified Liabilities"),
provided, that the Borrower shall have no obligation hereunder to any Indemnitee
with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnitee. Without limiting the foregoing, and to the extent
permitted by applicable law, the Borrower agrees not to assert and to cause its
Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 9.5 shall
be payable not later than 30 days after written demand therefor. Statements
payable by the Borrower pursuant to this Section 9.5 shall be submitted to
Ragnar Guomundsson, Manager of Finance of the Borrower (Telephone No. 011 354
430 1000) (Telecopy No. 011 354 430 1001), at the address of the Borrower set
forth in Section 9.2, with a copy to Daniel J. Krofcheck and Gerald J. Kitchen,
as officers of the Parent (Telephone No. 001 831 642 9300) (Telecopy No. 001 831
642 9328), at the address of the Parent set forth in Section 9.2, or to such
other Person or address as may be hereafter designated by the Borrower in a
written notice to the Administrative Agent. The agreements in this Section 9.5
shall survive repayment of the Loans and all other amounts payable hereunder.

            9.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section.

         (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees (each, an "Assignee") all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld, it being
understood that an increase in costs to such Person will be considered
reasonable grounds for withholding such consent) of:

            (A) the Borrower, provided, that no consent of the Borrower shall be
      required for an assignment to any Person if an Event of Default hereunder
      has occurred and is continuing; and

            (B) the Administrative Agent, provided, that no consent of the
      Administrative Agent shall be required for an assignment to a Lender, an
      Affiliate of a Lender or an Approved Fund.


                                                                              47

            (ii) Assignments shall be subject to the following additional
      conditions:

            (A) except in the case of an assignment to a Lender, an Affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans, the amount of the
      Commitments and/or Loans of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Assumption with
      respect to such assignment is delivered to the Administrative Agent) shall
      be in a minimum aggregate principal amount of $3,000,000 or a whole
      multiple of $1,000,000 in excess thereof unless each of the Borrower and
      the Administrative Agent otherwise consent, provided that (1) no such
      consent of the Borrower shall be required if an Event of Default has
      occurred and is continuing and (2) such amounts shall be aggregated in
      respect of each Lender and its Affiliates or Approved Funds, if any;

            (B) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500 payable by the assigner or the
      assignee, as they may mutually agree;

            (C) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an administrative questionnaire; and

            (D) the Borrower shall not be responsible for the costs and expenses
      (including legal fees) of any Agent in connection with any such
      assignment.

            For the purposes of this Section 9.6, the terms "Approved Fund" has
the following meaning:

      "Approved Fund" means any Person (other than a natural person) that is
      engaged in making, purchasing, holding or investing in bank loans and
      similar extensions of credit in the ordinary course of its business and
      that is administered or managed by (a) a Lender, (b) an Affiliate of a
      Lender or (c) an entity or an Affiliate of an entity that administers or
      manages a Lender.

               (iii) Subject to acceptance and recording thereof pursuant to
      paragraph (b)(iv) below, from and after the effective date specified in
      each Assignment and Assumption the Assignee thereunder shall be a party
      hereto and, to the extent of the interest assigned by such Assignment and
      Assumption, have the rights and obligations of a Lender under this
      Agreement, and the assigning Lender thereunder shall, to the extent of the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender's rights and obligations
      under this Agreement, such Lender shall cease to be a party hereto but
      shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16
      and 9.5). Any assignment or transfer by a Lender of rights or obligations
      under this Agreement that does not comply with this Section 9.6 shall be
      treated for purposes of this Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with paragraph
      (c) of this Section.

               (iv) The Administrative Agent, acting for this purpose as an
      agent of the Borrower, shall maintain at one of its offices a copy of each
      Assignment and Assumption delivered to it and a register for the
      recordation of the names and addresses of the Lenders, and the Commitments
      of, and principal amount of the Loans owing to, each Lender pursuant to
      the terms hereof from time to time (the "Register"), a copy of which shall
      be made available to the Borrower upon its request. The entries in the
      Register shall be conclusive, and the Borrower, the Administrative



                                                                              48

      Agent and the Lenders may treat each Person whose name is recorded in the
      Register pursuant to the terms hereof as a Lender hereunder for all
      purposes of this Agreement, notwithstanding notice to the contrary.

               (v) Upon its receipt of a duly completed Assignment and
      Assumption executed by an assigning Lender and an Assignee, the Assignee's
      completed administrative questionnaire (unless the Assignee shall already
      be a Lender hereunder), the processing and recordation fee referred to in
      paragraph (b) of this Section and any written consent to such assignment
      required by paragraph (b) of this Section, the Administrative Agent shall
      accept such Assignment and Assumption and record the information contained
      therein in the Register. No assignment shall be effective for purposes of
      this Agreement unless it has been recorded in the Register as provided in
      this paragraph.

         (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 9.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.8(b)
as though it were a Lender, provided such Participant shall be subject to
Section 9.8(a) as though it were a Lender.

         (ii) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.15 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent.

         (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided, that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party
hereto.

         (e) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (d) above.

Notwithstanding the foregoing, any Conduit Lender may assign any or all of the
Loans it may have funded hereunder to its designating Lender without the consent
of the Borrower or the Administrative Agent and without regard to the
limitations set forth in Section 9.6(b). Each of the Borrower, each



                                                                              49

Lender and the Administrative Agent hereby confirms that it will not institute
against a Conduit Lender or join any other Person in instituting against a
Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any state bankruptcy or similar law, for one year
and one day after the payment in full of the latest maturing commercial paper
note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

            9.7 Reference Banks. If a Reference Bank (or, if a Reference Bank is
not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the
Administrative Agent shall (in consultation with the Borrower) appoint another
Lender or an Affiliate of a Lender to replace that Reference Bank.

            9.8 Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender, if any Lender (a "Benefitted Lender") shall, at any time after the Loans
and other amounts payable hereunder shall immediately become due and payable
pursuant to Section 7, receive any payment of all or part of the Obligations
owing to it, or receive any Collateral in respect thereof (whether voluntarily
or involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7(g), or otherwise), in a greater proportion than any
such payment to or Collateral received by any other Lender, if any, in respect
of the Obligations owing to such other Lender, such Benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such Collateral, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such Collateral ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.

         (b) In addition to any rights and remedies of the Lenders provided by
law, during the continuance of an Event of Default, each Lender shall have the
right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon any
amount becoming due and payable by the Borrower hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the
Borrower. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such setoff and application.

            9.9 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

            9.10 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such



                                                                              50

prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

            9.11 Integration. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.

            9.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            9.13 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Borrower at its address set forth in Section 9.2 or at such other address
      of which the Administrative Agent shall have been notified pursuant
      thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section any special, exemplary, punitive or consequential
      damages.

            9.14 Appointment of Agent for Service of Process. (a) The Borrower
hereby irrevocably designates, appoints, authorizes and empowers as its agent
for service of process, CT Corporation System at its offices currently located
at 111 Eighth Avenue, New York, New York, 10011, to accept and acknowledge for
and on behalf of it service of any and all process, notices or other documents
that may be served in any suit, action or proceeding relating hereto in any New
York State or Federal court sitting in The State of New York.

         (b) In lieu of service upon its agent, the Borrower consents to process
being served in any suit, action or proceeding relating hereto by mailing a copy
thereof by registered or certified air mail, postage prepaid, return receipt
requested, to its address designated pursuant to Section 9.1. The Borrower
agrees that such service (i) shall be deemed in every respect effective service
of process upon it



                                                                              51

in any such suit, action or proceeding and (ii) shall, to the fullest extent
permitted by law, be taken and held to be valid personal service upon and
personal delivery to it.

         (c) Nothing in this Section shall affect the right of any party hereto
to serve process in any manner permitted by law, or limit any right that any
party hereto may have to bring proceedings against any other party hereto in the
courts of any jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.

            9.15 Waiver of Immunity. To the extent that the Borrower has or
hereafter may be entitled to claim or may acquire, for itself or any of its
assets, any immunity from suit, jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of its
obligations hereunder and under the Notes and the other Loan Documents to the
extent permitted by applicable law and, without limiting the generality of the
foregoing, agrees that the waivers set forth in this Section shall be effective
to the fullest extent now or hereafter permitted under the Foreign Sovereign
Immunities Act of 1976 of the United States of America and are intended to be
irrevocable for purposes of such Act.

            9.16 Judgment Currency. If for the purposes of enforcing the
obligations of the Borrower hereunder it is necessary to convert a sum due from
the Borrower in U.S. dollars ("dollars") into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent and the Lenders could purchase dollars with
such currency at or about 11:00 A.M. (New York City time) on the Business Day
preceding that on which final judgment is given. The obligations in respect of
any sum due to the Administrative Agent and the Lenders hereunder shall,
notwithstanding any adjudication expressed in a currency other than dollars, be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent and the Lenders of any sum adjudged to be so due in such
other currency the Administrative Agent and the Lenders may in accordance with
normal banking procedures purchase dollars with such other currency; if the
amount of dollars so purchased is less than the sum originally due to the
Administrative Agent and the Lenders in dollars, the Borrower agrees, to the
fullest extent that it may effectively do so, as a separate obligation and
notwithstanding any such adjudication, to indemnify the Administrative Agent and
the Lenders against such loss, and if the amount of dollars so purchased exceeds
the sum originally due to the Administrative Agent and the Lenders, it shall
remit such excess to the Borrower.

            9.17 Borrower Acknowledgements. The Borrower hereby acknowledges
that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or duty to the Borrower arising out of or in
      connection with this Agreement or any of the other Loan Documents, and the
      relationship between Administrative Agent and Lenders, on one hand, and
      the Borrower, on the other hand, in connection herewith or therewith is
      solely that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or among the Borrower and the Lenders.



                                                                              52

            9.18 Lender Acknowledgements. Each Lender hereby acknowledges that
it will not have any recourse to the stock or assets of the Parent or any other
Restricted Subsidiary (other than any Pledgor).

            9.19 Releases of Liens. (a) Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is
hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender except as expressly required by Section 9.1) to take
any action requested by the Borrower having the effect of releasing any
Collateral or Guarantee Obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or that has
been consented to in accordance with Section 9.1 or (ii) under the circumstances
described in paragraph (b) below.

         (b) At such time as the Loans and the other obligations under the Loan
Documents (other than obligations under or in respect of Swap Agreements) shall
have been paid in full and the Commitments have been terminated the Collateral
shall be released from the Liens created by the Security Documents, and the
Security Documents and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Loan Party under
the Security Documents shall terminate, all without delivery of any instrument
or performance of any act by any Person.

            9.20 Confidentiality. Each Agent and each Lender agrees (i) to keep
confidential any and all non-public information (including, without limitation,
any such information contained in the Confidential Information Memorandum)
provided to it by the Borrower or its Affiliates, any Agent or any Lender
pursuant to or in connection with this Agreement and (ii) to use such
information only in connection with the Loan Documents; provided that nothing
herein shall prevent any Agent or any Lender from disclosing any such
information (a) to any Agent, any other Lender or any Affiliate thereof whom it
reasonably determines needs to know such information in connection with this
Agreement, (b) to any actual or prospective Transferee or any direct or indirect
counterparty to any Swap Agreement (or any professional advisor to such
counterparty) so long as such Transferee, counterparty or advisor agrees to be
bound by the provisions of this Section 9.20, (c) to its employees, directors,
agents, attorneys, accountants and other professional advisors or those of any
of its Affiliates (the "Representatives") so long as such Agent or Lender
requires each such Representative to be bound by the provisions of this Section
9.20 to the same extent as if such Representative were a party to this
Agreement, and provided that such Agent or Lender shall be responsible for any
breach of this Section 9.20 by any such Representative, (d) upon the request or
demand of any Governmental Authority, (e) in response to any order of any court
or other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed other
than through a violation of this Section 9.20, (h) to any organization or any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender, or (i) in connection with the exercise of any remedy hereunder or
under any other Loan Document. If an Agent or Lender is requested or required to
disclose any confidential information in circumstances described in clauses (d),
(e) or (f) above, it will provide the Borrower prompt written notice of such
request or requirement so that the Borrower may seek an appropriate protective
order or other remedy , and such Agent or Lender will cooperate with the
Borrower (at the Borrower's expense) to obtain any such protective order;
provided that the requirements of this sentence shall not apply if such demand,
request or requirement comes from an authorized bank regulatory agency, bank
examiner or comparable authority. Each Agent and Lender agrees, upon request, to
return to the Borrower or its Affiliates, or to destroy, any materials
containing confidential information promptly after this Agreement has been
terminated or at such time as it ceases to be a Lender or an Agent.



                                                                              53

            9.21 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            9.22 Know Your Customer Checks.

         (a) If:

               (i) the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into
      law October 26, 2001)) or introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation
      made after the date of this Agreement;

               (ii) any change in the status of a Loan Party or the ownership of
      a Loan Party after the date of this Agreement; or

               (iii) a proposed assignment or transfer by a Lender of any of its
      rights and/or obligations under this Agreement to a party that is not a
      Lender prior to such assignment or transfer,

obliges any Agent or any Lender (or, in the case of (iii) , any prospective new
Lender) to comply with "know your customer" or similar identification procedures
in circumstances where the necessary information is not already available to it,
each shall promptly upon the request of such Agent or Lender supply, or procure
the supply of, such documentation and other evidence as is reasonably requested
in order for such Agent, such Lender or, in the case of the event described in
(iii), any prospective new Lender to carry out and be satisfied with the results
of all necessary "know your customer" or other checks in relation to any
relevant person pursuant to the transactions contemplated in the Loan Documents.

         (b) Each Lender shall promptly upon the request of the Administrative
Agent supply, or procure the supply of, such documentation and other evidence as
is reasonably requested by the Administrative Agent (for itself) in order for
the Administrative Agent to carry out and be satisfied with the results of all
necessary "know your customer" or other checks on Lenders or prospective new
Lenders pursuant to the transactions contemplated in the Loan Documents.



                                                                              54

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


                                     Landsbanki Islands hf., as Administrative
                                       Agent and a Lender

                                     -------------------------------------------
                                     By:

                                     -------------------------------------------
                                     By:





                                     Kaupthing Bank hf., as Security
                                       Trustee and a Lender


                                     -------------------------------------------
                                     By:


                                     -------------------------------------------
                                     By:




                                                                               3

                                     Nordural ehf., as Borrower


                                     -------------------------------------------
                                     By:



                                     -------------------------------------------
                                     By:

EX-10.52

Exhibit 10.52

EXECUTION VERSION

ACCOUNTS PLEDGE AGREEMENT

Dated 10 February, 2005

between

Norðurál ehf.

and

Kaupthing Bank hf.
as Security Trustee

and

Kaupthing Bank hf. and Landsbanki Íslands hf.
as Account Banks

THIS ACCOUNTS PLEDGE AGREEMENT (this “Agreement”) is dated 10 February, 2005 among:

(1)	NORDURAL EHF., Grundartangi, 301 Akranes, Iceland (the “Borrower”);
(2)	KAUPTHING BANK HF. in its capacity as agent and trustee (together with its successors, transferees and assigns in such capacity pursuant to the Loan Agreement referred to below, the “Security Trustee”) for the Secured Parties; and
(3)	LANDSBANKI ÍSLANDS HF. and KAUPTHING BANK HF. (the “Account Banks”).

WHEREAS:

(a)	Under a USD 185.000.000 senior facility agreement dated 2 September 2003, as amended April 27, 2004, and as amended and restated August 16, 2004, among, inter alia, the Borrower, Kaupthing Bank hf. and Landsbanki Íslands hf. as arrangers, BNP Paribas S.A. as the account bank, Kaupthing Bank hf. as security trustee and Landsbanki Íslands hf. as the agent, and the banks and financial institutions referred to therein agreed to make a credit facility available to the Borrower (the “Senior Facility Agreement”).
(b)	The Borrower now intends to refinance the Senior Facility Agreement and finance its operations and the expansion of its smelting capacity by entering into a USD 365.000.000 loan agreement on or about the date of this Agreement between the Borrower, Landsbanki Íslands hf. and Kaupthing Bank hf. as joint bookrunners and lead arrangers, Landsbanki Íslands hf. as administrative agent, Kaupthing Bank hf. as security trustee and the lenders from time to time party thereto (the “Loan Agreement”).
(c)	It is a condition precedent to the availability of the credit facility under the Loan Agreement that the Borrower enter into this Agreement.

It is therefore agreed as follows:

1.   Definitions

Capitalised terms used herein and not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

Reference to a Loan Document or any other document is a reference to that Loan Document or other document as amended, novated, replaced or supplemented from time to time.

“Accounts” means the bank accounts maintained or to be maintained by the Borrower, details of which are set out in Schedule 1(A), including the Pledged Accounts, and including any account opened in replacement of such account or as a sub-account of any such account.

“Deposits” means all monies and other investments (including Cash Equivalents) from time to time standing in the Pledged Accounts and all interests and other accruals thereon.

“Finance Parties” means the Agents and the Lenders as defined in the Loan Agreement;

“Facilities” means the operation and maintenance of the aluminium reduction plant owned and operated by the Borrower in Grundartangi, Iceland.

“Maximum Amount” means USD 4.000.000 until 1 January 2006 and USD 9.500.000 on that date and thereafter.

“Operating Costs” means costs incurred by the Borrower for the purposes of operation of the Facilities, including costs associated with power consumption, labour and purchase of carbon anodes and alumina.

“Pledged Accounts” means the Account(s) that are pledged pursuant to this Agreement, details of which are set out in Schedule 1(B), including any account opened in replacement of any such account or as a sub-account of any such account.

“Pledged Assets” means all the assets pledged pursuant to Section 2 of this Agreement.

“Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Borrower to any Finance Party under each Loan Document to which the Borrower is a party (excluding any Subordination Agreement) together with all costs, charges and expenses incurred by any Finance Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents on a full indemnity basis except for any obligation or liability which, if it were so included, would result in this Agreement to be unlawful. The term “Loan Document” includes all amendments and supplements including supplements providing for further advances.

“Secured Parties” means the Finance Parties.

“Security Period” means the period beginning on the date hereof and ending on the date upon which the Security Trustee is satisfied (acting reasonably) that all the Secured Liabilities, which have arisen, have been unconditionally and irrevocably paid and discharged in full or (if earlier) the security hereby created has been unconditionally and irrevocably released and discharged.

“Withdrawal Certificate” means a certificate of a Responsible Officer in form reasonably satisfactory to the Security Trustee, stating that the funds requested to be withdrawn are for use in paying costs actually incurred by the

Borrower in connection with the Expansion which are due and payable within 7 days of such withdrawal and specifying the nature and amount of the cost or costs, provided that no single cost covered by such Withdrawal Certificate incurred in connection with the Expansion is greater than USD 5.000.000.

2.   Pledge of Deposits and Pledged Accounts

2.1   As a security for the prompt and complete payment and performance when due of the Secured Liabilities, the Borrower hereby pledges, to the Security Trustee for the benefit of the Secured Parties and hereby grants to the Security Trustee a pledge on and a first ranking security interest in (handveð) (the “Pledge”):

a)	the Pledged Accounts; and
b)	the Deposits.

2.2	Upon the occurrence of an Event of Default, the Security Trustee shall be entitled to appropriate all or any part of the Deposits in or towards the discharge of the then outstanding Secured Liabilities and may do so notwithstanding that any maturity or rollover date attached to any part or parts of the Deposits may not yet have arrived.
2.3	The Security Trustee hereby accepts the Pledge for the Secured Parties. The Borrower undertakes to take, from time to time, at the request of the Security Trustee, any further action(s) that the Security Trustee deems necessary (acting reasonably) to grant and/or maintain a valid and enforceable pledge over the Pledged Accounts.
2.4	The Pledge is in addition, and without prejudice, to any other security the Security Trustee may now or hereafter hold in respect of the Secured Liabilities.
2.5	The Pledge shall remain in effect even when the Borrower may contest any of the Loan Documents.

3.   Borrower’s Right of Withdrawal and Procedures for Withdrawals from the Pledged Accounts

3.1	The Borrower shall not be entitled to withdraw any moneys from the Pledged Accounts, or close any of them, at any time during the Security Period without the prior written consent of the Security Trustee as expressly permitted by this agreement.
3.2	Procedures for withdrawal from the Pledged Accounts:

3.2.1   All requests for withdrawal from a Pledged Account shall be made in writing or by facsimile to the Security Trustee and to the

	relevant branch of the Account Bank where such an account is held (details of which are set forth in Schedule 1 (B)) and shall be an order to pay by bank transfer.
3.2.2	The Borrower shall be entitled to request withdrawals from the Pledged Accounts on a weekly basis, or more often if required.
3.2.3	No withdrawal shall be made from any Pledged Account if such a withdrawal would result that the aggregate amount in Accounts of the Borrower other than the Pledged Accounts would be greater than the Maximum Amount, subject to the terms of Section 8.4 hereof.

3.3	On the date of each withdrawal made by the Borrower from a Pledged Account the Borrower shall be deemed to represent and warrant that no Event of Default has occurred and is continuing and no Event of Default will occur as a result of such withdrawal.
3.4	Subject to Section 4 hereof, after having received a withdrawal request from the Borrower which in the reasonable opinion of the Security Trustee is in accordance with the withdrawal procedures and conditions set forth in this Section 3, the Security Trustee shall promptly give its consent to the withdrawal, notify the relevant Account Bank of its consent and authorize the withdrawal.
3.5	The Accounts shall be operated in accordance with the terms and conditions set out in this Agreement and the Loan Agreement, which shall apply mutatis mutandis to this Agreement.

4.	Withdrawals during a Default
	The Borrower may not withdraw any moneys from the Accounts without the prior written consent of the Security Trustee at any time after an Event of Default has occurred and is continuing; or a Default has occurred and is continuing which in the reasonable opinion of the Security Trustee will become an Event of Default.
5.	Security Trustee’s Right of Realization

5.1	After the occurrence and during the continuance of an Event of Default, the Security Trustee shall be entitled to withdraw amounts standing to the credit of the Pledged Accounts to meet any Secured Liability in accordance with Section 2 above.
5.2	The Security Trustee is entitled to exercise any of the rights of the Secured Parties under this Agreement without obtaining a judgement or award against the Borrower in any relevant court in Iceland.

6.

Use of Proceeds

Notwithstanding any other provision contained herein, (i) the parties hereto acknowledge the provisions of the Loan Documents and (ii) until the expiry of the Security Period, all rights of the Security Trustee with respect to the Pledged Assets shall be exercised by the Security Trustee (or its nominees, delegates or sub-delegates, as applicable) as agent and trustee for the Secured Parties and any proceeds of the Pledged Assets shall, upon the enforcement of any remedies hereunder in respect thereof, be applied to the payment of the Secured Liabilites in the following order of priorities, but without prejudice to the right of any Secured Party to recover any shortfall from the Borrower:

     First: to pay all unpaid cost and expenses incurred in connection with such enforcement, including reasonable compensation to agents of and counsel for the Agents, and all expenses, liabilities and advances incurred or made by the Agents in connection with the Security Documents, and any other amounts then due and payable to the Agents pursuant to the Loan Agreement;

     Second: to pay pro rata the unpaid principal of the Secured Liabilities in accordance with the provisions of the Loan Agreement, until payment in full of the principal of all Secured Liabilities shall have been made (or so provided for);

     Third: to pay pro rata (i) all interest on the Secured Liabilities and (ii) all commitment fees, agent fees and other fees payable under the Loan Agreement, until payment in full of all such interest and fees shall have been made;

     Fourth: to pay pro rata all other Secured Liabilities, until payment in full of all such other Secured Liabilities shall have been made (or so provided for); and

     Finally: to pay to the Borrower, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Pledged Assets owned by it.

7.	Release
	Upon complete and irrevocable satisfaction of all of the Secured Liabilities, the Security Trustee shall on behalf of the Lenders promptly confirm the release of the pledge hereunder to the Borrower and the Account Banks as a matter of record.
8.	Undertakings. Representations and warranties

8.1   The Borrower undertakes to procure that all its present and future receivables, proceeds, revenues and compensation of any nature and moneys received by any party in connection with the Facilities or otherwise are duly and promptly paid into the Pledged Accounts and that

	any and all parties that make payments to the Borrower for any reason whatsoever only make payments into the Pledged Accounts.
8.2	The Borrower furthermore undertakes to notify the Account Banks of the Pledge in substantially the form set out in Schedule 2 without undue delay requesting it to acknowledge receipt of the notification and acceptance of the terms thereof to the Security Trustee in the form set out in Schedule 3.
8.3	The Borrower represents and warrants that it does not currently hold any bank account other than the Accounts and undertakes not to open any other accounts without the prior written approval of the Security Trustee. The Borrower is aware and agrees that upon the opening of any new bank account, such account shall become an Account within the meaning of this Agreement, and if the bank where such and account is to be held is not an Account Bank, it shall accede to this agreement and become an Account Bank hereunder, and in the case that such new bank account is to be pledged to the Security Trustee under this Agreement, the Borrower undertakes to effect the pledge over any new account in accordance with the provisions set out in Section 7.2 above and shall be subject to the Pledge and the obligations assumed by the Borrower hereunder without any further action.
8.4	The Borrower undertakes that at no time prior to the complete and irrevocable satisfaction of all of the Secured Liabilities will it permit the aggregate amount of Deposits in Accounts other than the Pledged Accounts to be greater than the Maximum Amount, provided that;

(a)

such amount may exceed the Maximum Amount for a period up to five consecutive days once each calendar month as result of a withdrawal request in connection with Operating Costs actually incurred by the Borrower which are due and payable within five days of such withdrawal; provided further that notwithstanding the foregoing but subject to Section 8.4(b) hereof, in no event shall the aggregate amount of Deposits in Accounts other than Pledged Accounts be greater than (i) USD 7.000.000 on or before January 1, 2006 or (ii) USD 17.000.000 after January 1, 2006, and;

(b)

prior to Completion, such amount may exceed the Maximum Amount for a period of up to 7 consecutive days as a result of withdrawal requests accompanied by an Withdrawal Certificate; provided further that all payments specified in the applicable Withdrawal Certificate are made on or before such seventh day.

8.5   The Borrower shall not create, incur, assume or suffer to exist any Lien upon any of the Accounts except pursuant to this pledge and any Lien which a bank at which such Account is maintained may have by operation of law.

8.6   The Borrower represents and warrants that this Agreement creates in favour of the Security Trustee a valid and, upon the Borrowers’ notification to the Account Banks of the pledge in the Pledged Assets, enforceable security interest in the Pledged Assets, subject to no Liens other than pursuant to ,or as permitted by this pledge, securing the payment and performance of the Secured Liabilities, and all filings and other actions necessary or desirable to perfect and protect such security interest and the priority thereof, including the Account Banks receiving a notification of the pledge from the Borrower, have been or will forthwith be duly made or taken.

9.   Notices; Language

9.1	Unless otherwise provided herein, notices shall be given and deemed received in the manner provided in the Loan Agreement.
9.2	Any notice or other communication under or in connection with this Agreement shall be in English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

The address and facsimile number of the Borrower are:

Nordural ehf.

Grundartangi

301 Akranes

Tel: 00 354 430 1000

Fax: 00 354 430 1001

Attn: Managing Director/Finance Manager

with a copy to the Parent:

Century Aluminium Company

2511 Garden Road

Building A, Suite 200

Monterey, CA 93940

Tel: 001-831-642-9300

Fax: 001-831-642-9328

Attn: Daniel J. Krofcheck and Gerald J. Kitchen

the address and facsimile number of the Security Trustee are:

Kaupthing Bank hf.

Borgartún 19

105 Reykjavík

Iceland

Attention: Sigurgeir Tryggvason

Fax: + 354 444 6589

The addresses and facsimile numbers of the Account Banks are:

Kaupthing Bank hf.

Borgartún 19

105 Reykjavík

Iceland

Attention: Sigurgeir Tryggvason

Fax: + 354 444 6589

Landsbanki Íslands hf.

Austurstræti 11

101 Reykjavík

Iceland

Attention: Hlynur Sigursveinsson.

Fax: +654 410 3013

or such other address and/or facsimile number as the parties may notify (in accordance with this Section 9) to the other by not less than 5 Business Days’ notice.

10.   Applicable Law; Jurisdiction

10.1

This Agreement shall be governed by, and construed in accordance with the laws of Iceland.

10.2.

Each of the parties hereto irrevocably agrees for the benefit of the Security Trustee and the Secured Parties that the courts of Iceland shall have non exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non exclusive jurisdiction of such courts.

11.   Partial Invalidity; Waiver

11.1   If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or unenforceable in any respect under the law of any

jurisdictions, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions hereof or of such provisions in any other jurisdiction. The parties shall replace such illegal, invalid or unenforceable provision with a provision which comes as close as possible to the purpose of this Agreement.

11.2

No failure to exercise, nor any delay in exercising, by the Security Trustee on behalf of the Secured Parties, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided under the Loan Agreement or by statutory law.

12.	Costs and Expenses
	All costs, charges, fees and expenses reasonably incurred in connection with the preparation and execution of this Agreement shall be borne by the Borrower. The Borrower shall, from time to time on demand of the Security Trustee, reimburse the Security Trustee or any of the Secured Parties for all costs and expenses (including reasonable legal fees) on a full indemnity basis as well as for any taxes applicable thereon incurred in or in connection with the preservation and/or enforcement of this Agreement. The Borrower shall pay all costs and expenses arising out of the maintenance of the Accounts.
13.	Indemnity
	The Borrower shall at all times indemnify and keep indemnified the Account Banks fully and effectively from and against all liabilities and reasonable costs and expenses which the Account Banks may incur by reason of acting as Account Banks (other than by reason of the relevant Account Bank’s gross negligence or willful misconduct).
14.	Amendments
	Any amendments, changes or variations to this Agreement (including this Section 14) may be made only with the agreement of the Borrower and the Security Trustee in writing.

IN WITNESS whereof the parties have caused this Agreement to be duly executed and delivered on the date set out above.

Norðurál ehf.

By:

Landsbanki Íslands hf.

By:

By:

Kaupthing Bank hf.

By:

By:

Kaupthing Bank hf. (in its capacity as Security Trustee)

By:

By:

EX-10.53

Exhibit 10.53

EXECUTION VERSION

DECLARATION OF PLEDGE

Dated 10 February 2005

between

Norðurál ehf.

and

Kaupthing Bank hf.
as Security Trustee

1

DECLARATION OF PLEDGE

This Declaration of Pledge is dated 10 February, 2005, among Norðurál ehf. (hereinafter referred to as the “Borrower”), a company organised and operated under the laws of Iceland, whose principal office is located at Grundartanga, 301 Akranes and Kaupthing Bank hf., Borgartúni 19, Reykjavík, Iceland, (together with its successors, transferees and assigns in such capacity pursuant to the Loan Agreement referred to below, the “Security Trustee”) as agent and trustee for each and any Secured Party as defined below.

          The Borrower was established for the purpose of constructing and operating a smelter at Grundartangi in the Municipalities of Skilmannahreppur and Hvalfjardastrandahreppur, County of Borgarfjardarsýsla, Iceland, for the production of aluminium. The annual production capacity of the smelter was initially 60.000 tonnes of Aluminium, later increased to 90.000 tonnes of Aluminium per annum. The Borrower is currently working on an expansion of the capacity of the smelter up to at least 212.000 tonnes per year (the “Facilities”)

          The Borrower refinanced its senior indebtedness in 2003, and financed its operations with a loan of USD 185.000.000 made to the Borrower pursuant to a senior facility agreement dated 2 September 2003 originally between the Borrower, The Royal Bank of Scotland plc, BNP Paribas S.A. and Fortis Bank (Nederland) N.V. as arrangers, BNP Paribas S.A. as account bank, The Royal Bank of Scotland plc. as agent and BNP Paribas S.A. as security trustee. The facility agreement was amended on 27 April, 2004, and amended and restated 16 August, 2004, among the Borrower, Kaupthing Bank hf. and Landsbanki Íslands hf. as the arrangers, BNP Paribas S.A. as the account bank, Landsbanki Íslands hf. as the Agent, and Kaupthing Bank hf. as the Security Trustee (the “Senior Facility Agreement”).

          The Borrower will refinance its current senior indebtedness under the Senior Facility Agreement and finance its operations and the expansion of its smelting capacity with a loan of USD 365.000.000 to be made to the Borrower pursuant to a Loan Agreement, dated on or around 10 February, 2005, (the “Loan Agreement”) among the Borrower, and Kaupthing Bank hf. and Landsbanki Íslands hf. as joint bookrunners and lead arrangers, Landsbanki Íslands hf. as administrative agent, Kaupthing Bank hf. as Security Trustee and the lenders from time to time party thereto (the “Lenders”).

          It is a condition precedent to the Lenders making funds available under the Loan Agreement that the Borrower shall have granted the pledge and security interest contemplated by this Declaration of Pledge.

          The parties hereto hereby agree as follows:

2

SECTION 1. DEFINITIONS:

(a)   (i) Capitalised terms used herein and not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement (as defined herein) and clause 1.2 (Other Definitional Provisions) of the Loan Agreement shall apply to this Declaration of Pledge mutatis mutandis.

(ii)	Unless otherwise stated, any reference herein to any Person shall include its permitted successors, transferees and assigns.
(iii)	Reference to a Loan Document or any other document is a reference to that Loan Document or other document as amended, novated, replaced or supplemented from time to time.
(iv)	“assets” includes properties, contracts, revenues and rights of every description.

(b) The following terms shall have the following meanings (all terms defined in this Section 1 or in the other provisions of this Declaration of Pledge in the singular shall include the plural and vice versa):

          “Finance Parties” means the Agents and the Lenders (which may vary from time to time) as defined in the Loan Agreement.

          “Pledged Assets” means all the assets pledged pursuant to Section 2 of this Declaration of Pledge.

          “Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Borrower to any Finance Party under each Loan Document to which the Borrower is a party (excluding any Subordination Agreement) together with all costs, charges and expenses incurred by any Finance Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents on a full indemnity basis except for any obligation or liability which, if it were so included, would result in this Declaration of Pledge to be unlawful. The term “Loan Document” includes all amendments and supplements including supplements providing for further advances.

          “Security Period” means the period beginning on the date hereof and ending on the date upon which the Security Trustee is satisfied (acting reasonably) that all the Secured Liabilities which have arisen have been unconditionally and irrevocably paid and discharged in full or (if earlier) the security hereby created has been unconditionally and irrevocably released and discharged.

          “Secured Party” means each and any Finance Party.

          “Updating Date” means;

          (i) in respect of any contracts, agreements or documents to be included in Schedule A replacing or supplementing the Pledged Agreements or otherwise entered into in connection with the operation of the Facilties in accordance with Section 2 A, a

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date falling within 10 Business Days of the date on which the relevant contract, agreement or document is entered into; and

          (ii) in respect of any replacement or supplement to the contracts, agreements, documents or assets referred to in paragraphs B to D of Section 2 to be included in Schedules B, C or D on each date falling within 10 Business Days of the replacement by or addition of any asset having an open market value of more than USD 100.000 or (as the case may be) within 10 Business Days of the execution of any contract or agreement relating to the provision of goods and/or services having an aggregate value in excess of USD 100.000.

SECTION 2. PLEDGE.

     To ensure payment, performance and/or discharge of the Secured Liabilities in accordance with the Loan Documents, the Borrower hereby pledges by way of first ranking security to the Security Trustee, for the benefit of the Secured Parties the following items:

A.	All its rights, title, benefits and interests (present or future, actual or contingent) in, under or in respect of the agreements, contracts and documents listed in Schedule A, together with all other agreements, contracts and other documents entered into by the Borrower in connection with the Facilities (individually and collectively “Pledged Agreements”), including without limitation (i) all rights of the Borrower to receive moneys due and to become due under or pursuant to the Pledged Agreements, (ii) all rights of the Borrower to receive proceeds of any insurance, payment and/or performance bond, indemnity, warranty or guaranty with respect to the Pledged Agreements and all arrangements, documents and instruments relating thereto, (iii) all claims of the Borrower for damages arising out of breach of or default under any of the Pledged Agreements and (iv) all rights of the Borrower to terminate, amend, supplement, modify or waive performance under the Pledged Agreements, to perform thereunder and to compel performance and otherwise to exercise all rights and remedies thereunder provided, however, that, for so long as no Event of Default shall have occurred and be continuing, the Borrower may exercise all of its rights and privileges under the Pledged Agreements, subject to the terms of the other Loan Documents.
B.	All its present and future rights, title, benefits and interests in all the documents of title or other receipts of the Borrower covering, evidencing or representing the ownership of the plant, machinery, inventory and vehicles (herein, collectively called “Documents”), as listed in Schedule B.
C.	All present and future copyrights, trade marks, patents and patent applications, all trade and/or service marks and such applications, all brand and trade names, all registered designs and applications for registered designs, as listed in Schedule C, all trade secrets and know-how used or useful in the operation of the Facilities and all other intellectual property applications now or hereafter owned by the Borrower or in which the Borrower may have interest in and the

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benefit of, all present and future agreements entered into or the benefit of which is enjoyed by the Borrower relating to the use and exploitation of rights of such nature whether owned by the Borrower or by any other Person. The Borrower shall procure that this pledge shall be registered with the Icelandic Trade Mark and Patent Registry where appropriate.

D.   All present and future Stocks, shares (other than the Borrower’s own shares), debentures, bonds or other securities and investments (herein, collectively called the “Stocks”) listed in Schedule D as well as all the rights, benefits and interests which the Borrower enjoys according to these documents.

SECTION 3. UPDATES.

     The Borrower undertakes and agrees that it will:

(a) by not later than close of business on each Updating Date update this Declaration of Pledge by issuing supplements to Schedules A, B, C and/or D substantially in the form set out in Schedule G (each a “Supplemental Schedule”) to include such details as may be reasonably required by the Security Trustee from time to time of, as the case may be, any agreement, contract or other document and/or any asset which substitutes for or replaces or supplements the agreements, contracts or other documents and assets referred to in Section 2 and Schedules A to D (which Supplemental Schedules shall be signed by or on behalf of both the Borrower and the Security Trustee), together with any other document(s) which may be reasonably considered to be necessary by the Security Trustee in relation to such updating;

(b) on each occasion that a Supplemental Schedule is issued, provide the Security Trustee with such evidence of the Borrower’s signing authority as the Security Trustee may reasonably require; and

(c) forthwith upon the execution of any Supplemental Schedule prepared pursuant to this Section 3, the Borrower shall perfect the security in accordance with the provisions of this Declaration of Pledge including procuring registration (or, if so required by the Security Trustee, shall assist the Security Trustee in obtaining registration) of the Supplemental Schedule, together with any other document(s) which may be considered necessary by the Security Trustee in relation to such updating at the Icelandic Trade Mark and Patent Registry and/or with any other relevant Agency in Iceland and (i) in relation to documents other than Insurances, delivering a notice of this pledge substantially in the form of Schedule E to each counterparty of the documents listed in the Supplemental Schedule and (ii) in relation to Insurances (which are secured by this Declaration of Pledge), delivering a notice of this pledge substantially in the form of Schedule F to each such insurer and taking all such reasonable steps to procure from such insurer an acknowledgement in the form set out in Schedule F.

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SECTION 4. NO WAIVER.

     No failure to exercise, and no delay in exercising, on the part of the Security Trustee or any of its agents, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 5. RIGHTS AND REMEDIES.

     (a) The security constituted hereby shall become immediately enforceable upon the occurrence of an Event of Default and at any time thereafter whilst any Event of Default exists, and the enforcement rights defined below shall be immediately exercisable upon the occurrence of any Event of Default and at any time thereafter whilst any Event of Default exists. After the security constituted hereby has become enforceable (in addition to any other rights and remedies provided for herein or which may otherwise be available at law, in equity or otherwise), the Security Trustee may in its absolute discretion enforce all or any part of such security in such manner as it sees fit, including:

(i) have the Pledged Assets, sold directly at a distress sale for the outstanding Secured Liabilities in accordance with the provisions of the Distress Sales Act, No. 90/1991, without a prior court judgement, settlement or enforcement measure; or

(ii) redeem the Pledged Assets; or

(iii) have the Pledged Assets sold at a private sale.

     (b) If any Event of Default shall have occurred and be continuing, the Security Trustee or any person designated by it may by notice to the Borrower from the Security Trustee exercise (in place of the Borrower) all of the Borrower’s rights and discretions in respect of the Pledged Assets and (acting as agent of the Borrower or at the Security Trustee’s discretion jointly and severally with the Borrower) perform any obligations of the Borrower in respect of the Pledged Assets.

SECTION 6. USE OF PROCEEDS.

     Any moneys received by the Security Trustee pursuant to this pledge and/or under the powers hereby conferred after the security constituted hereby has become enforceable shall be applied by the Security Trustee for the benefit of the Secured Parties in or towards payment of the Secured Liabilities in the following order of priorities, but without prejudice to the right of any Finance Party to recover any shortfall from the Borrower:

  First: to pay all unpaid cost and expenses incurred in connection with such enforcement, including reasonable compensation to agents of and counsel for the Agents, and all expenses, liabilities and advances incurred or made by the Agents in

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connection with the Security Documents, and any other amounts then due and payable to the Agents pursuant to the Loan Agreement;

  Second: to pay pro rata the unpaid principal of the Secured Liabilities in accordance with the provisions of the Loan Agreement, until payment in full of the principal of all Secured Liabilities shall have been made (or so provided for);

  Third: to pay pro rata (i) all interest on the Secured Liabilities and (ii) all commitment fees, agent fees and other fees payable under the Loan Agreement, until payment in full of all such interest and fees shall have been made;

  Fourth: to pay pro rata all other Secured Liabilities, until payment in full of all such other Secured Liabilities shall have been made (or so provided for); and

  Finally: to pay to the Borrower, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Pledged Assets owned by it.

     If the Security Trustee considers (acting reasonably) that in respect of any amount paid by any Loan Party to any Secured Party under any Loan Document there is a material risk of such amount being avoided or otherwise set aside on the liquidation or other similar proceeding (including but not limited to the winding-up, moratorium or the seeking of composition) of such Loan Party, then such amount shall not be considered to have been irrevocably paid for the purposes hereof.

SECTION 7. SECURITY TRUSTEE APPOINTED ATTORNEY-IN-FACT.

The Borrower by way of security only hereby irrevocably appoints the Security Trustee and any person nominated in writing by the Security Trustee severally to be the Borrower’s attorney-in-fact (with full powers of substitution and delegation) with full authority to act in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Security Trustee’s discretion to take any action and to execute any instrument which the Security Trustee may deem necessary or advisable:

(a) to create, preserve, perfect or protect the security intended to be created by this Declaration of Pledge and to facilitate the exercise by the Security Trustee of all or any of the rights, powers and discretions exercisable by the Security Trustee in accordance with and subject to the terms of this Declaration of Pledge; and

(b) to do anything which the Borrower is obliged to do (but has not done) under this Declaration of Pledge; and

(c) on or following the occurrence of an Event of Default (whilst the same is continuing) to facilitate the realisation of all or any of the Pledged Assets including, without limitation, to ask, demand, collect, sue for, recover, compound, receive and give discharge and receipts for moneys due and to become due under or in connection with the Pledged Assets, to receive, indorse and collect any drafts or other instrument, documents and chattel paper in connection therewith, to file any claims or take any

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action or institute any proceedings, that the Security Trustee may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this Declaration of Pledge, and to make and execute all conveyances, assignments and transfers of the Pledged Assets sold pursuant to Section 5 hereof.

The Borrower hereby ratifies and confirms all that the Security Trustee and any of its delegates or sub-delegates or nominees, as said attorney-in-fact, shall do by virtue hereof. Notwithstanding the foregoing, except as required by applicable law, neither the Security Trustee nor any of its delegates, sub-delegates or nominees shall be obligated to exercise any right or duty as attorney-in-fact, and shall have no liabilities or duties to the Borrower in connection therewith.

SECTION 8. NOTICES OF SECURITY.

     (i) In relation to documents other than Insurances, the Borrower shall procure that this pledge shall be forthwith notified in writing to all the counterparties of the documents listed in Schedules A, B and C by a notice substantially in the form set out in Schedule E and (ii) in relation to Insurances (which are secured by this Declaration of Pledge), the Borrower shall deliver a notice of this pledge substantially in the form of Schedule F to the insurer and shall procure, that each insurer acknowledges the notice by an acknowledgement in the form set out in Schedule F.

     The Borrower shall procure that this pledge shall be recorded on the originals of all the documents listed in Schedule D with the following wording: “This [document] is pledged, with a 1st ranking mortgage, to Kaupthing Bank hf. as Security Trustee, as for the benefit of the Secured Parties, or whomsoever it designates in its stead, in accordance with a special declaration of pledge dated [    ], 2005. On behalf of the Borrower: [signed by whom is authorised to sign this document according to the relevant board resolution of the Borrower].”

SECTION 9. DUTIES OF THE SECURITY TRUSTEE;
BORROWER REMAINS LIABLE.

          (a) The rights conferred on the Security Trustee hereunder are solely to protect its interest in the Pledged Assets and shall not impose any duty upon it to exercise any such rights. The Security Trustee shall have no duty (except to the extent required by applicable law) as to any Pledged Assets or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any of the Pledged Assets. Neither the Security Trustee, any other Secured Party nor any of their directors, officers, employees, delegates, sub-delegates, nominees or agents shall be liable for failure to demand, collect or realize any of the Pledged Assets or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Assets upon the request of the Borrower or otherwise.

          (b) Anything herein to the contrary notwithstanding, the Borrower shall remain liable in respect of the Pledged Assets to perform and satisfy all of its duties and obligations under the Documents or in respect thereof to the same extent as if this Declaration of Pledge had not been executed. The exercise by the Security Trustee of any of the rights and remedies hereunder shall not release the Borrower from any of its

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duties or obligations under the Pledged Agreements, Material Contracts and Licenses or the Loan Documents or in respect of the Pledged Assets. Neither the Security Trustee nor any of the Secured Parties shall have any obligation or liability under any of the Pledged Agreements, Material Contracts and Licenses or the Loan Documents or in respect of the Pledged Assets by reason of this Declaration of Pledge, nor shall the Security Trustee, nor any of the Secured Parties, be obligated to perform or satisfy any of the obligations or duties of the Borrower thereunder.

          (c) The Security Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of its rights, powers and discretions (in circumstances where it is obliged to do so under the terms of the Loan Documents). Neither the Security Trustee nor any of its officers or employees will be liable, by reason of entering into possession of any of the Pledged Assets or exercising in whatever capacity any rights, powers, discretions or obligations in respect of the Pledged Assets, for any loss, damage, liability or expense arising therefrom save to the extent that the same shall be caused by the Security Trustee’s own wilful default or failure to account for receipts (in circumstances where it is obliged to do so under the terms of the Loan Documents) or that of its officers or employees.

          (d) All the provisions of this Section shall apply, mutatis mutandis, in respect of the liability of any delegate or other person appointed or authorised to carry out any of the duties or obligations of, or to exercise all or any of the rights, powers or discretions vested in, the Security Trustee under or pursuant to this Declaration of Pledge.

SECTION 10. NOTICES.

          All notices or other communications under or in connection with this Declaration of Pledge shall be given in writing and, unless otherwise stated may be made by letter or facsimile. Any such notice will be deemed to be given as follows:

(a)	if by letter, when delivered personally or on actual receipt; and
(b)	if by facsimile, when received in legible form.

          However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. Without affecting the validity of any notice delivered in accordance with paragraph (b) above, a copy of each notice delivered by facsimile shall also be sent by letter to the relevant party.

          The address and facsimile number of the Borrower are:

Nordural ehf.
Grundartangi
301 Akranes

Tel: 00 354 430 1000
Fax: 00 354 430 1001

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Attn: Managing Director/Finance Manager

with a copy to the Parent:

Century Aluminium Company
2511 Garden Road
Building A, Suite 200
Monterey, CA 93940

Tel: 001-831-642-9300
Fax: 001-831-642-9328

Attn: Daniel J. Krofcheck and Gerald J. Kitchen

the address and facsimile number of the Security Trustee are:

Kaupthing Bank hf.
Borgartún 19
105 Reykjavík
Iceland

Attention:	Sigurgeir Tryggvason
Fax:	+ 354 444 6589

or such other address and/or facsimile number as either party may notify (in accordance with this Section 10) to the other by not less than 5 Business Days’ notice.

SECTION 11. FURTHER ASSURANCES.

          The Borrower agrees from time to time, at the expense of the Borrower, to take whatever action the Security Trustee reasonably requires for:

          (a) perfecting or protecting the security intended to be created by this Declaration of Pledge over any Pledged Asset or for facilitating the realisation of any Pledged Asset; or

          (b) the exercise of any right, power or discretion exercisable by the Security Trustee or any of its designates, delegates or sub-delegates in respect of any Pledged Asset,

including the execution of any transfer, conveyance, assignment or assurance of any property whether to the Security Trustee or to its nominees and the giving of any notice, order or direction and the making of any registration, which in any such case, the Security Trustee may think expedient.

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          The Borrower shall not create or permit to subsist any Lien on any of the Pledged Assets, other than pursuant to this Declaration of Pledge and any other Lien permitted under the Security Documents or Section 6.3 of the Loan Agreement.

SECTION 12. EXPENSES AND INDEMNITY.

          The Borrower shall forthwith on demand pay (a) all reasonable costs and expenses (including legal fees) incurred in connection with the negotiation, preparation, printing and execution of this Declaration of Pledge and any other document referred to in this Declaration of Pledge, (b) all costs and expenses (including legal fees) incurred in connection with the enforcement of, or the preservation of any rights under this Declaration of Pledge and (c) any costs or expenses incurred as a result of any steps being taken in connection with the protection and/or improvement of the Pledged Assets including any amounts incurred in the ongoing construction and operation of the Smelter by any Finance Party, delegate, nominee, attorney, manager, agent or other person appointed by the Security Trustee under this Declaration of Pledge, and keep each of them indemnified against any failure or delay in paying the same.

SECTION 13. DELEGATES.

          The Security Trustee or any person appointed by it hereunder may delegate by power of attorney or in any other manner to any other person any right, power or discretion exercisable by it in connection herewith.

SECTION 14. SECURITY INTEREST ABSOLUTE.

          The rights of the Security Trustee hereunder, the security created hereby and the obligations of the Borrower hereunder are irrevocable, absolute and unconditional, irrespective of:

(a) the validity or enforceability of the Secured Liabilities or of any Pledged Agreement, Loan Document, Material Contracts and Licenses or any other agreement or instrument relating thereto;

(b) any amendment to, waiver of, consent to or departure from, or failure to exercise any right, remedy, power or privileges under or in respect of any Pledged Agreement, Loan Document, Material Contracts and Licenses or any other agreement or instrument relating thereto;

(c) the acceleration of the maturity of any of the Secured Liabilities or any other modification of the time of payment thereof or the failure to perfect any other security granted to, or in favour of, the Security Trustee or any other Secured Party;

(d) any substitution, release or exchange of any other security for or guarantee of any of the Secured Liabilities or the failure to create, preserve, perfect or protect any other security granted or purported to be granted to, or in favour of, the Security Trustee or any other Secured Party; or

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(e) the occurrence of any other event or circumstances of a similar or different nature that might otherwise constitute a defence available to the Borrower as a surety or a guarantor.

SECTION 15. THE SECURITY TRUSTEE.

          Each party to this Declaration of Pledge agrees that the Security Trustee’s interests and rights under and in respect of this Declaration of Pledge shall be held by the Security Trustee as agent and trustee for itself and the other Secured Parties from time to time on the terms set out in the Loan Agreement. Accordingly, unless the context otherwise requires, all references in this Declaration of Pledge to the Security Trustee means the Security Trustee in its capacity as agent and trustee and each party to this Declaration of Pledge also agrees that each Secured Party from time to time shall have the benefit of this Declaration of Pledge.

SECTION 16. CHANGES TO THE PARTIES

          (a) The Security Trustee may assign and transfer all of its respective rights and obligations hereunder to a replacement Security Trustee appointed in accordance with the terms of the Loan Agreement. Upon such assignment and transfer taking effect, the replacement Security Trustee shall be and be deemed to be acting as agent and trustee for each of the Finance Parties (as well as for itself) for the purposes of this Declaration of Pledge in place of the old Security Trustee.

The Borrower shall promptly take such action as may be necessary in order that this Declaration of Pledge or replacements therefore shall provide for effective and perfected security in favour of any successor or replacement of the Security Trustee permitted or duly appointed in accordance with the Loan Agreement.

          (b) The Borrower undertakes that it shall not at any time assign, transfer, novate or dispose of any of its rights, interests or obligations in respect of this Declaration of Pledge to any person (or agree to do any of the foregoing).

SECTION 17. DISPOSALS.

          The Borrower may, to the extent it is permitted to do so under the terms of the other Loan Documents, sell, transfer or otherwise dispose of the Pledged Assets.

SECTION 18. FEES AND EXPENSES.

          The Borrower shall pay all filing, registration and recording fees or re-filing, re-registration and re-recording, and all expenses incidental to the execution of this Declaration of Pledge, any agreement supplemental thereto including (for the avoidance of doubt) any Supplemental Schedule or any other instrument or document updating this Declaration of Pledge and any instrument of further assurance in connection herewith, and all stamp taxes and other taxes, duties, imposts, assessments and charges (if any) arising out of or in connection with the execution and delivery of

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this Declaration of Pledge or any agreement supplemental hereto and any instruments of further assurance.

SECTION 19. RELEASE.

          The security created by this Declaration of Pledge shall be released and all documents held by the Security Trustee by way of security, including documents of title, shall be returned to the Borrower upon the expiry of the Security Period (as defined above), at the request and expense of the Borrower.

SECTION 20. SEVERABILITY.

          Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

SECTION 21. GOVERNING LAW;
SUBMISSION TO JURISDICTION.

          This Declaration of Pledge shall be governed by and construed in accordance with Icelandic Law. Each party hereto hereby submits to the non-exclusive jurisdiction of the Reykjavik District Court.

     In confirmation of all the above, this document is signed in two copies in the presence of two witnesses.

                                                       Reykjavík, 10 February, 2005

On behalf of Norðurál ehf. On behalf of Kaupthing Bank hf.
as Security Trustee.

Witnesses:

________________________

________________________

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EX-10.54

Exhibit 10.54

EXECUTION VERSION

SECURITIES PLEDGE AGREEMENT

DATED 10 FEBRUARY 2005

between

Nordural Holdings I ehf.

Nordural Holdings II ehf.

and

Norðurál ehf.

and

Kaupthing Bank hf.

as Security Trustee

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TABLE OF CONTENTS

1. DEFINITIONS	4
2. PLEDGE	5
3. SECURITY FOR SECURED LIABILITIES	6
4. DUTIES OF THE SECURITY TRUSTEE; PLEDGOR REMAINS LIABLE	7
5. REPRESENTATIONS AND WARRANTIES	8
6. FURTHER ASSURANCES	9
7. PLACE OF PERFECTION; RECORDS	10
8. COVENANTS OF THE PLEDGOR	10
9. SPECIAL PROVISIONS RELATING TO THE STOCK COLLATERAL	11
10. SECURITY TRUSTEE APPOINTED ATTORNEY-IN-FACT	11
11. SECURITY TRUSTEE MAY PERFORM	12
12. RIGHTS AND REMEDIES	12
13. AMENDMENTS; ETC	13
14. CONTINUING ASSIGNMENT AND SECURITY INTEREST	13
15. COVENANT TO PAY	14
16. DELEGATES	14
17. NO WAIVER	14
18. MISCELLANEOUS	15
19. NOTICES	15
20. SEVERABILITY	16
21. SECURITY INTEREST ABSOLUTE	17
22. EXPENSES AND INDEMNITY	17
23. UNDERTAKING OF THE BORROWER	17
24. CAPTIONS	17
25. COUNTERPARTS	18
26. GOVERNING LAW; SUBMISSION TO JURISDICTION	18

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          THIS SECURITIES PLEDGE AGREEMENT is dated February 10, 2005, between Norðurál ehf. (the “Borrower”), Nordural Holdings I ehf., Nordural Holdings II ehf., private limited liability companies organized and operated under the laws of Republic of Iceland who all have their chief executive offices located at Grundartangi, 301 Akranes, Iceland (the Borrower, Nordural Holdings I ehf. and Nordural Holdings II each a “Pledgor” collectively the “Pledgors”), and Kaupthing Bank hf., as agent and trustee (together with its successors, transferees and assigns in such capacity pursuant to the Loan Agreement referred to below, the “Security Trustee”) for the Secured Parties as defined below.

          The Borrower was established for the purpose of constructing and operating a smelter at Grundartangi in the Municipalities of Skilmannahreppur and Hvalfjardastrandahreppur, County of Borgarfjardarsýsla, Iceland, for the production of aluminium. The annual production capacity of the smelter was initially 60.000 tonnes of Aluminium, later increased to 90.000 tonnes of Aluminium per annum. The Borrower is currently working on an expansion of the capacity of the smelter up to at least 212.000 tonnes per annum (the “Facilities”).

          The Borrower refinanced its senior indebtedness in 2003, and financed its operations and the expansion of its smelting capacity with a loan of USD 185.000.000 made to the Borrower pursuant to a senior facility agreement, dated on 2 September, 2003, originally between, inter alia, the Borrower, The Royal Bank of Scotland plc, BNP Paribas S.A. and Fortis Bank (Nederland) N.V. as arrangers,, BNP Paribas S.A. as account bank, The Royal Bank of Scotland plc as agent and BNP Paribas S.A. as security trustee. The facility agreement was amended on April 27, 2004, and amended and restated August 16, 2004, among the Borrower, Kaupthing Bank hf. and Landsbanki Íslands hf. as the arrangers, BNP Paribas S.A. as the account bank, Landsbanki Íslands hf. as the agent, and Kaupthing Bank hf. as the security trustee (the “Senior Facility Agreement”).

          As a condition precedent for providing the loan under the Senior Facility Agreement, Columbia Ventures Corporation, under and in accordance with a share pledge agreement, dated 2 September 2003, pledged all of its shares in the Borrower, as a security for the payment of the Secured Liabilities under the Senior Facility Agreement. Nordural Holdings I ehf. and Nordural Holdings II ehf. acceded to the share pledge agreement by a share pledge accession dated 27 April 2004 after purchasing all issued and outstanding shares in the Borrower from Columbia Ventures Corporation. The share pledge agreement was amended and restated on 16 December 2004 (the “Precedent Share Pledge Agreement”).

          Under a Deed of Retirement and Appointment, dated 16 August 2004, BNP Paribas S.A. resigned as security trustee under the Precedent Share Pledge Agreement and assigned and transferred its rights and obligations as the Security Trustee under that agreement to Kaupthing Bank hf. who was appointed as a new Security Trustee under the same.

          Pursuant to a share sale and purchase agreements dated 30 December 2004 the Borrower purchased 5,47% of the then outstanding shares in the Borrower from Nordural Holdings I ehf. and Nordural Holdings II ehf. The Borrower paid for

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such shares by issuing subordinated notes to Nordural Holdings I ehf. and Nordural Holdings II ehf.

          The Borrower will refinance its debt under the Senior Facility Agreement, and finance its operation with a loan of USD 365.000.000, to be made to the Borrower pursuant to a Loan Agreement, dated on or around 10 February 2005 (the “Loan Agreement”), among the Borrower, Landsbanki Íslands hf. and Kaupthing Bank hf. as joint bookrunners and lead arrangers, Landsbanki Íslands hf. as administrative agent, Kaupthing Bank hf. as security trustee and the lenders from time to time party thereto (the “Lenders”). It is a condition precedent under the Loan Agreement that the Pledgors and the Borrower enter into this Agreement.

          The Pledgors own 100% of the issued and outstanding shares of the capital stock of the Borrower which is in total USD160.000.000. The Pledgor Nordural Holdings I ehf. owns 113.461.452 of the Pledged Shares, which constitutes 71% of the issued and outstanding shares of capital stock of the Borrower. The Pledgor Nordural Holdings II ehf. owns 37.820.484 of the Pledged Shares, which constitutes 24% of the issued and outstanding shares of capital stock of the Borrower. The Pledgor Nordural ehf. owns 8.718.064 of the Pledged Shares, which constitutes 5% of the issued and outstanding shares of capital stock of the Borrower, as of the date hereof.

          In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS:

(a)   (i) Capitalised terms used herein and not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement and clause 1.2 (Other Definitional Provisions) of the Loan Agreement shall apply to this agreement mutatis mutandis.

(ii) Unless otherwise stated, any reference herein to any Person shall include its permitted successors, transferees and assigns.

(iii) Reference to a Loan Document or any other document is a reference to that Loan Document or other document as amended, novated, replaced or supplemented from time to time.

(b)   The following terms shall have the following meanings (all terms defined in this Section 1 or in the other provisions of this agreement in the singular shall include the plural and vice versa):

       “Dividend” shall mean any dividend on any shares of any class of stock of the Borrower or any other distribution in respect thereof (other than dividends payable solely in shares of such stock) and any payments on account of the purchase, redemption, retirement or other acquisition of any stock of the Borrower, or any warrants or options therefor, whether in cash or in property or in obligations or securities.

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     “Documents” shall mean the Loan Documents and any other document entered into or to be entered into in connection with the operation of the Facilities.

     “Finance Parties” means the Agents and the Lenders as defined in the Loan Agreement.

     “Lien” shall mean, with respect to any property, any mortgage, lien, pledge, charge, lease, easement, servitude, right of others or security interest or encumbrance of any kind in respect of such property.

     “Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or Governmental Authority.

     “Security Asset” means any asset that is the subject of any Lien or other security interest or arrangement having the effect of conferring rights equivalent to security under the Security Documents.

     “Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Borrower to any Finance Party under each Loan Document to which the Borrower is a party (excluding the Subordination Agreement) together with all costs, charges and expenses incurred by any Finance Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents on a full indemnity basis except for any obligation or liability which, if it were so included, would result in this agreement to be unlawful. The term “Loan Document” includes all amendments and supplements including supplements providing for further advances.

     “Secured Party” means each and any Finance Party.

     “Security Period” means the period beginning on the date hereof and ending on the date upon which the Security Trustee is satisfied (acting reasonably) that all the Secured Liabilities, which have arisen, have been unconditionally and irrevocably paid and discharged in full or (if earlier) the security hereby created has been unconditionally and irrevocably released and discharged.

SECTION 2. PLEDGE

          As security for the payment and/or performance when due and/or discharge (whether at stated maturity, acceleration or otherwise) of the Secured Liabilities, now existing or hereafter arising, the Pledgors hereby pledge and grant to the Security Trustee by way of first ranking security for the benefit of the Secured Parties a Lien on and in all of the Pledgors’ rights, titles and interests in, to and under the following, whether now or hereafter existing and whether now owned or hereafter acquired (all being collectively referred to herein as the “Collateral”):

          (a) all of the shares of capital stock of whatever class of the Borrower now or hereafter owned by the Pledgors (collectively, the “Pledged Shares”);

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          (b) all shares, securities, money, dividends, rights to receive dividends or property representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or with respect to the Pledged Shares or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefore, and any subscription warrant, rights or options issued to the holders of, or otherwise in respect of, the Pledged Shares;

          (c) without affecting the obligations of the Pledgors or the Borrower under any provision prohibiting such action hereunder or under the Documents, in the event of any consolidation or merger in which the Borrower is not the surviving entity, all shares owned by Pledgors of each class of the capital stock of the successor entity formed by or resulting from such consolidation or merger; and

          (d) All notes, bonds or similar instruments issued by the Borrower, now or hereafter owned by the Pledgors, including the subordinated notes issued by the Borrower to Nordural Holdings I ehf. and Nordural Holdings II ehf. as payment for 5.47% of its own shares then outstanding, in the amounts of USD 11.205.922 and USD 3.735.307 dated 1 October 2004, due 1 October 2011 (the “Pledged Notes”).

          (e) to the extent not included in the foregoing, all cash and non-cash proceeds of and to any and all of the foregoing.

SECTION 3. SECURITY FOR SECURED LIABILITIES. APPLICATION OF PROCEEDS.

          This agreement secures the payment and/or performance and/or discharge of the Secured Liabilities now existing or hereafter arising. Notwithstanding any other provision contained herein the parties hereto acknowledge that until the expiry of the Security Period, all rights of the Security Trustee with respect to the Collateral shall be exercised by the Security Trustee (or its nominees, delegates or sub-delegates, as appropriate) and any proceeds of the Collateral shall, upon the exercise of any remedies hereunder in respect thereof, be applied exclusively to the payment of Secured Liabilities in the following order of priorities, but without prejudice to any right of any Secured Party to recover any shortfall from the Borrower:

     First: to pay all unpaid cost and expenses incurred in connection with such enforcement, including reasonable compensation to agents of and counsel for the Agents, and all expenses, liabilities and advances incurred or made by the Agents in connection with the Security Documents, and any other amounts then due and payable to the Agents pursuant to the Loan Agreement;

     Second: to pay pro rata the unpaid principal of the Secured Liabilities in accordance with the provisions of the Loan Agreement, until payment in full of the principal of all Secured Liabilities shall have been made (or so provided for);

     Third: to pay pro rata (i) all interest on the Secured Liabilities and (ii) all commitment fees, agent fees and other fees payable under the Loan Agreement, until payment in full of all such interest and fees shall have been made;

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          Fourth: to pay pro rata all other Secured Liabilities, until payment in full of all such other Secured Liabilities shall have been made (or so provided for); and

          Finally: to pay to the relevant Pledgor, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it.

SECTION 4. DUTIES OF THE SECURITY TRUSTEE; PLEDGORS REMAIN LIABLE.

          (a) The rights conferred on the Security Trustee hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such rights. The Security Trustee shall have no duty (except to the extent required by applicable law) as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any of the Collateral. Neither the Security Trustee, any other Secured Party nor any of their directors, officers, employees, delegates, sub-delegates, nominees or agents shall be liable for failure to demand, collect or realise any of the Collateral or for any delay in doing so nor shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or otherwise.

          (b) Anything herein to the contrary notwithstanding, the Pledgors shall remain liable in respect of the Collateral and under each Document to which it is a party to make all payments and to perform and satisfy all of its duties and obligations in respect thereof to the same extent as if this agreement had not been executed. The exercise by the Security Trustee of any of the rights and remedies hereunder shall not release the Pledgors from any of its duties or obligations in respect of the Collateral and under each Document to which it is a party. Neither the Security Trustee nor any of the Secured Parties shall have any obligation or liability in respect of the Collateral by reason of this agreement, nor shall the Security Trustee, nor any of the Secured Parties, be obligated to perform or satisfy any of the obligations or duties of the Pledgors thereunder.

          (c) The Security Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of its rights, powers and discretions (in circumstances where it is obliged to do so under the terms of the Loan Documents). Neither the Security Trustee nor any of its officers or employees will be liable, by reason of entering into possession of any of the Security Assets or exercising in whatever capacity any rights, powers, discretions or obligations in respect of the Collateral, for any loss, damage, liability or expense arising therefrom save to the extent that the same shall be caused by the Security Trustee’s own wilful default or failure to account for receipts (in circumstances where it is obliged to do so under the terms of the Loan Documents) or that of its officers or employees.

          (d) All the provisions of this Section shall apply, mutatis mutandis, in respect of the liability of any delegate or other person appointed or authorised to carry out any of the duties or obligations of, or to exercise all or any of the rights, powers or discretions vested in, the Security Trustee under or pursuant to this agreement.

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SECTION 5. REPRESENTATIONS AND WARRANTIES. UNDERTAKINGS.

The Pledgors represent and warrant on the date hereof and on each date during the Security Period with reference to the facts and circumstances then existing as follows:

          (a) The execution, delivery and performance by the Pledgors of this agreement shall not result in or create any Lien (other than the pledge provided for herein) upon or with respect to any of the Collateral.

          (b) This agreement creates in favour of the Security Trustee a valid and, upon the Pledgors’ notification to the Borrower of the pledge in the Pledged Shares and delivery of the Pledged Notes to the Security Trustee, enforceable security interest in the Collateral, subject to no Liens other than pursuant to this pledge, securing the payment and performance of the Secured Liabilities, and all filings and other actions necessary or desirable to perfect and protect such security interest and the priority thereof, including the Borrower receiving a notification of the pledge in the Pledged Shares from the Pledgors, have been or will forthwith be duly made or taken.

          (c) The Pledgors are lawfully possessed of ownership of the Collateral, subject to no Liens other than pursuant to this pledge (and, with respect to the stock collateral, no right or option to acquire the same exists in favour of any other Person), and have full power and lawful authority to grant the pledge and security interest in and assignment of the Collateral hereunder. The Pledgors will, so long as any Secured Liabilities shall be outstanding, warrant and defend its title to the Collateral against claims and demands of all Persons whomsoever.

          (d) The Pledged Shares are, and to the extent owned by the Pledgors hereafter will be duly authorised, validly issued, fully paid and none of such Pledged Shares is or will be subject to any contractual restriction, or any restriction under the certificate of incorporation or by-laws of the Borrower upon the transfer of such Pledged Shares, save for any such restriction which has been fully and irrevocably waived (except for any such restriction contained herein or in the Loan Agreement).

          (e) The Pledgors own all of the Pledged Shares and the Pledged Shares constitute 100% of the issued and outstanding shares of capital stock of any class of the Borrower beneficially owned by the Pledgors (whether or not registered in the names of the Pledgors). The Pledgors shall deliver to the Security Trustee undated stock powers duly executed in blank or other separate documents executed by the Pledgors that are effective for the purpose of granting the power to assign, transfer or redeem, forthwith after the issue of such Pledged Shares and a statement from the board of directors of the Borrower which confirms that the Borrower has been notified of the pledge in the Pledged Shares and that no other pledge in the Pledged Shares has been notified before.

          (f) The chief executive office of the Pledgors is located at Grundartangi, 301 Akranes, Iceland, or, where notice of a change in the chief executive office has been given to the Security Trustee in accordance with Section 8(d) the address of the chief executive office stated in that notice.

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SECTION 6. FURTHER ASSURANCES.

          (a) The Pledgors shall, if any of the Pledged Notes, Pledged Shares or related warrants, rights or options required to be pledged by the Pledgors pursuant to Section 2 hereof are received by the Pledgors, forthwith (i) notify the Security Trustee of such shares or securities so received by the Pledgors, and (ii) provide the Security Trustee with undated stock powers duly executed in blank or other separate documents executed by the Pledgor that are effective for the purpose of granting the power to assign, transfer or redeem such shares or securities, and (iii) notify the Borrower of the pledge of the Pledged Shares all of which thereafter shall be held by the Security Trustee, pursuant to the terms of this agreement, as part of the Collateral, and/or (iv) take such other action as the Security Trustee (acting reasonably) shall deem necessary or desirable to create, preserve, perfect or protect the Lien created hereunder in such shares, securities, rights, warrants and options referred to in said Section 2.

          (b) The Pledgors agree that from time to time, upon request of the Security Trustee, and at the expense of the Pledgors, the Pledgors will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that the Security Trustee may reasonably request, in order to create, preserve, perfect or protect the Liens granted or purported to be granted hereby or the priority thereof or to enable the Security Trustee or any of its nominees, delegates or sub-delegates to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing, the Pledgors will: (i) execute and file (a) financing statements describing the Collateral in all jurisdictions of the Security Trustee’s choosing, (b) amendments to financing statements with respect to changes in names, identities, corporate structures or addresses of the Pledgors or any of the Secured Parties and (c) continuation statements in respect of any such financing statements, and (ii) if any part of the Collateral shall be evidenced by a promissory note or other instrument, deliver and pledge to the Security Trustee such note or instrument duly indorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Security Trustee and (iii) execute and file such instruments, endorsements or notices, as may be necessary or as the Security Trustee may reasonably request, in order to create, preserve, perfect, protect or enforce the Liens granted or purported to be granted hereby including, without limitation, causing any and all of the Collateral to be transferred of record into the name of the Security Trustee or its nominee or following the exercise of the Security Trustee’s powers of realisation, in any purchaser or transferee.

          (c) The Pledgors shall pay all filing, registration and recording fees or re-filing, re-registration and re-recording fees, and all expenses incidental to the execution and acknowledgement of this agreement, any agreement supplemental hereto and any instruments of further assurance in connection herewith, and all stamp taxes and other taxes, duties imposts, assessments and charges arising out of or in connection with the execution and delivery of this agreement, any agreement supplemental hereto and any instruments of further assurance in connection herewith and shall forthwith on demand indemnify the Security Trustee and each Secured Party in respect of any liability it incurs in respect of the same. The Pledgors shall at all times indicate on the books of the Borrower that the Security Trustee is expressly

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empowered to vote the Pledged Shares under the conditions provided in and pursuant to the terms of this agreement.

SECTION 7. PLACE OF PERFECTION; RECORDS.

The Pledgors shall hold and preserve at its chief executive office all of its records regarding the Collateral and shall permit representatives of the Security Trustee or any Secured Party upon reasonable notice at any time during normal business hours to inspect and make abstracts from such records and shall at the expense of the Pledgors create and deliver such instruments and documents, make all filings and recordings and take all other action necessary or desirable under applicable law, or as reasonably requested by the Security Trustee, to protect and continue the priority of the Liens created under this agreement.

SECTION 8. COVENANTS OF THE PLEDGORS.

The Pledgors covenants and agrees that, during the Security Period:

          (a) The Pledgors shall pay, before any fine, penalty, interest or cost attaches thereto, all taxes, assessments and other governmental or non-governmental charges or levies now or hereafter assessed or levied against the Collateral or upon the Liens provided for herein (except for Liens for taxes and assessments not then delinquent or subject to a bona-fide dispute) as well as pay, or cause to be paid, all claims for labour, materials or supplies which, if unpaid, might become a Lien thereon, and will retain copies of, and, upon request, permit the Security Trustee or any Secured Party to examine, receipts showing payment of any of the foregoing.

          (b) The Pledgors shall not create, incur, assume or suffer to exist any Lien upon any of the Collateral except pursuant to this pledge.

          (c) The Pledgors shall not sell, assign or otherwise transfer or dispose of (by operation of law or otherwise) any part of their interest in any of the Collateral save with the express prior written approval of the Majority Lenders under the Loan Agreement.

          (d) The Pledgors shall not change their corporate name, identity or company structure from the name shown on the signature pages hereof or change the location of their place of business if they have one, or their chief executive principal office unless the Pledgors shall have given to the Security Trustee at least 30 days prior written notice thereof.

          (e) The Pledgors confirm that they have waived their pre-emptive rights to purchase any shares in the Borrower and hereby confirm that waiver and undertake not to revoke such waiver for the duration of the Security Period.

SECTION 9. SPECIAL PROVISIONS RELATING TO THE COLLATERAL.

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          (a) The Pledgors will cause the Pledged Shares to constitute at all times 100% of the total number of shares of each class of capital stock of the Borrower then outstanding.

          (b) So long as no Event of Default shall have occurred and be continuing, the Pledgors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes, provided that the Pledgors agree that they will not vote the Collateral in any manner that is inconsistent with the terms of this agreement, the Loan Agreement or any other Document or which would change the terms of the Collateral, and the Security Trustee shall execute and deliver to the Pledgors or cause to be executed and delivered to the Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 9(b).

          (c) Subject to the terms of this agreement the Pledgors shall be entitled to receive and retain any Dividends on the Collateral.

          (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not any Secured Party exercises any available right to declare any of the Secured Liabilities due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this agreement or any other Document, all Dividends on the Collateral shall be paid directly to the Security Trustee and retained by it as part of the Collateral, subject to the terms of this agreement, and, if the Security Trustee shall so request in writing, the Pledgors agree to execute and deliver to the Security Trustee appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is waived or cured, any such Dividend therefore paid to the Security Trustee shall, upon request of the Pledgors (except to the extent thereto for applied to the Secured Liabilities by the Security Trustee pursuant to Section 3 hereof) be returned by the Security Trustee to the Pledgors.

SECTION 10. SECURITY TRUSTEE APPOINTED ATTORNEY-IN-FACT.

The Pledgors hereby by way of security only irrevocably appoint the Security Trustee and any person nominated in writing by the Security Trustee severally to be the Pledgors’ attorney-in-fact (which appointment shall be coupled with an interest)(with full powers of substitution and delegation), with full authority to act in the place and stead of the Pledgors and in the name of the Pledgors or otherwise, from time to time in the Security Trustee’s discretion to take any action and to execute any instrument which the Security Trustee may deem necessary or advisable:

(a) to perfect or protect the security created by this agreement, including without limitation (i) executing and filing (aa) financing statements describing the Collateral in all jurisdictions of the Security Trustee’s choosing (bb) amendments to financing statements with respect to changes in names, identities, corporate structures or addresses of the Pledgors or any of the Secured Parties and (cc) continuation statements in respect of any such financing statements and (ii) delivering to the Security Trustee undated stock powers duly executed in blank and/or any other

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separate documents executed by the Pledgors which are effective for the purpose of granting the power to assign, transfer or redeem) and otherwise to facilitate the exercise by the Security Trustee of all or any of the rights, powers and/or discretions exercisable by the Security Trustee in accordance with and subject to the terms of this agreement; and

(b) to do anything which the Pledgors are obliged to do (but have not done) under this agreement; and

(c) on or following the occurrence of an Event of Default (whilst the same is continuing) to facilitate the realisation of all or any of the Collateral including, without limitation, to ask, demand, collect, sue for, recover, compound, receive and give discharge and receipts for moneys due and to become due under or in connection with the Collateral, to receive, indorse and collect any drafts or other instrument, documents and chattel paper in connection therewith, to file any claims or take any action or institute any proceedings, that the Security Trustee may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this agreement, and to make and execute all conveyances, assignments and transfers of the Collateral sold pursuant to Section 12(c) hereof.

The Pledgors hereby ratify and confirm all that the Security Trustee and any of its delegates or sub-delegates or nominees, as said attorney-in-fact, shall do by virtue hereof. Notwithstanding the foregoing, except as required by applicable law, neither the Security Trustee nor any of its delegates, sub-delegates or nominees shall be obligated to exercise any right or duty as attorney-in-fact, and shall have no liabilities or duties to the Pledgors in connection therewith.

SECTION 11. SECURITY TRUSTEE MAY PERFORM.

          If the Pledgors fail to perform any obligation contained herein the Security Trustee may itself perform, or cause the performance of their obligations under this agreement and the expenses of the Security Trustee or those of any of its delegates, sub-delegates or nominees incurred in connection therewith shall be payable by the Pledgors.

SECTION 12. RIGHTS AND REMEDIES.

          (a) Without limiting the provisions of Section 9(d) hereof, if any Event of Default shall have occurred and be continuing, all payments made in any form, including, without limitation, by means of cheques, drafts, securities or instruments, thereafter received by the Pledgors under or in connection with the Collateral shall be received in trust for and on behalf of the Security Trustee, shall be segregated from other funds of the Pledgors and shall be forthwith paid over to the Security Trustee in the same form as so received (with any necessary indorsement).

          (b) Without limiting the provisions of Section 9(d) hereof, if any Event of Default shall have occurred and be continuing, (i) the Security Trustee shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral and (ii) all payments thereafter made to the Pledgors in respect of the

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Collateral and received by the Security Trustee in accordance with the provisions of this agreement or otherwise, and all proceeds of the Collateral received by the Security Trustee pursuant to paragraph (c) below, may (x) be held by the Security Trustee as collateral for the Secured Liabilities and/or (y) then or at anytime thereafter during the continuance of such Event of Default, be applied in accordance with the provisions of Section 3 hereof.

          (c) If any Event of Default shall have occurred and be continuing then, in addition to any other rights and remedies provided for herein or which may otherwise be available at law, in equity, by agreement or otherwise, the Security Trustee may;

(i) have the Collateral sold directly at a distress sale in accordance with the provisions of the Distress Sales Act, No 90/1991, without a prior court judgement, settlement or enforcement measure; or

(ii) have the Collateral redeemed; or

(iii) have the Collateral sold at a private sale.

          (d) If any Event of Default shall have occurred and be continuing, the Security Trustee or any person appointed by it may by notice to the Pledgors from the Security Trustee exercise (in place of the Pledgors) all of the Pledgors’ rights and discretions in respect of the Collateral and (acting as agent of the Pledgors or, at the Security Trustee’s discretion, jointly and severally with the Pledgors) perform any obligations of the Pledgors in respect of the Collateral.

SECTION 13. AMENDMENTS; ETC.

          The terms of this agreement may be amended or otherwise modified only by an instrument in writing duly executed by the Security Trustee and the Pledgors.

SECTION 14. CONTINUING ASSIGNMENT AND SECURITY INTEREST.

          (a) This agreement shall create a continuing assignment of and security interest in and on the Collateral and shall (i) remain in full force and effect during the Security Period, (ii) be binding upon the Pledgors, its permitted successors and assigns and (iii) inure, together with the rights and remedies of the Security Trustee hereunder, to the benefit of the Security Trustee and the Secured Parties and their respective successors, transferees and permitted assigns.

          (b) The Security Trustee may assign and transfer all of its respective rights and obligations hereunder to a replacement Security Trustee appointed in accordance with the terms of the Loan Agreement. Upon such assignment and transfer taking effect, the replacement Security Trustee shall be and be deemed to be acting as agent and trustee for each of the Secured Parties (as well as for itself) for the purposes of this agreement in place of the old Security Trustee. The Pledgors shall promptly take such action as may be necessary in order that this agreement and

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replacements therefor shall provide for effective and perfected security in favour of any successor or replacement of the Security Trustee permitted or duly appointed in accordance with the Loan Agreement.

          (c) The Pledgors undertake that they shall not at any time assign, transfer, novate or dispose of any of its rights, interests or obligations in respect of this agreement to any person (or agree to do any of the foregoing).

          (d) On expiry of the Security Period, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgors. Upon any such termination, the Security Trustee will, at the Pledgors’ expense, execute and deliver to the Pledgors such documents as the Pledgors shall reasonably request to evidence such termination and return any Collateral (if any), this pledge or any relevant documents relating thereto to the Pledgors.

SECTION 15. COVENANT TO PAY.

          The Pledgors shall pay or discharge the Secured Liabilities in the manner provided for in the Security Documents provided that the Pledgors shall have no personal liability under this Section 15 and the recourse of the Secured Parties under this Section 15 shall be limited to the Collateral.

SECTION 16. DELEGATES.

          The Security Trustee or any person designated by it hereunder may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by it in connection herewith.

SECTION 17. NO WAIVER.

          No failure to exercise, and no delay in exercising, on the part of the Security Trustee or any of its agents, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 18. MISCELLANEOUS.

          If the Security Trustee considers (acting reasonably) that in respect of any amount paid by a Loan Party to any Secured Party under any Loan Document there is a material risk of such payment being avoided or otherwise set aside on the liquidation or other similar proceeding (including but not limited to the winding-up, moratorium or the seeking of composition) of such Loan Party, then such amount shall not be considered to have been irrevocably paid for the purposes hereof.

          Each party to this agreement agrees that the Security Trustee’s interests and rights under and in respect of this agreement shall be held by the Security Trustee

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as agent and trustee for itself and the other Secured Parties from time to time on the terms set out in the Loan Agreement. Accordingly, unless the context otherwise requires, all references in this agreement to the Security Trustee means the Security Trustee in its capacity as agent and trustee and each party to this agreement also agrees that each Secured Party from time to time shall have the benefit of this agreement.

SECTION 19. NOTICES.

          All notices or other communications under or in connection with this agreement shall be given in writing and, unless otherwise stated may be made by letter, telex or facsimile. Any such notice will be deemed to be given as follows:

        (a) if by letter, when delivered personally or on actual receipt; and

        (b) if by facsimile, when received in legible form.

          However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. Without affecting the validity of any notice delivered in accordance with paragraph (b) above, a copy of each notice delivered by facsimile shall also be sent by letter to the relevant party.

          The address and facsimile number of each of the Pledgors and the Borrower are:

Nordural Holdings I ehf.

Grundartanga

301 Akranes

ICELAND

     Attention: Nordural ehf. - Managing Director/Finance Manager

     Fax: +354 430 1001

     and

Nordural Holdings II ehf.

Grundartanga

301 Akranes

ICELAND

     Attention: Nordural ehf - Managing Director/Finance Manager

     Fax: +354 430 1001

Nordural ehf.

Grundartanga

301 Akranes

ICELAND

     Attention: Managing Director/Finance Manager

     Fax: +354 430 1001

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with a copy to the Parent:

Century Aluminum

2511 Garden Road

Building A, Suite 200

Monterey, CA 93940

USA

     Attention: Daniel J. Krofcheck and Gerald J. Kitchen

     Fax: +1 831 642 9328

The address and facsimile number of the Security Trustee

are:

Kaupthing Bank hf.

Borgartún 19

105 Reykjavik

ICELAND

     Attention: Sigurgeir Tryggvason

     Fax: + 354 4446589

          or such other address and/or facsimile number as the parties may notify (in accordance with this Section 19) to the other by not less than 5 Business Days’ notice.

SECTION 20. SEVERABILITY.

          Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

SECTION 21. SECURITY INTEREST ABSOLUTE.

          The rights of the Security Trustee hereunder, the Liens created hereby and the obligations of the Pledgors hereunder are irrevocable, absolute and unconditional, irrespective of:

          (a) the validity or enforceability of the Secured Liabilities or of any Document or any other agreement or instrument relating thereto;

          (b) any amendment to, waiver of, consent to or departure from, or failure to exercise any right, remedy, power or privileges under or in respect of any Document;

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          (c) the acceleration of the maturity of any of the Secured Liabilities or any other modification of the time of payment thereof or the failure to perfect any other Lien granted to, or in favour of, the Security Trustee or any other Secured Party;

          (d) any substitution, release or exchange of any other security for or guarantee of any of the Secured Liabilities or the failure to create, preserve, perfect or protect any other Lien granted or purported to be granted to, or in favour of, the Security Trustee or any other Secured Party; or

          (e) the occurrence of any other event or circumstances of a similar or different nature that might otherwise constitute a defence available to the Pledgors as a surety or a guarantor.

SECTION 22. EXPENSES AND INDEMNITY.

          The Borrower shall forthwith on demand pay (a) all reasonable costs and expenses (including legal fees) incurred in connection with the negotiation, preparation, printing and execution of this agreement and any other document relating thereto and (b) all costs and expenses (including legal fees) incurred in connection with the enforcement of, or the preservation of any rights under, this agreement by any Finance Party, delegate, nominee, attorney, manager, agent or other person appointed by the Security Trustee under this agreement, and keep each of them indemnified against any failure or delay in paying the same.

SECTION 23. UNDERTAKING OF THE BORROWER.

          The Borrower acting through its directors confirms that it has waived its pre-emptive rights to purchase any shares of the Borrower and hereby confirms that waiver and undertakes not to revoke such waiver for the duration of the Security Period.

SECTION 24. CAPTIONS.

          Captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this agreement.

SECTION 25. COUNTERPARTS.

          This agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument, and any of the parties hereto may execute this agreement by signing any such counterpart.

SECTION 26. GOVERNING LAW; SUBMISSION TO JURISDICTION.

          This agreement shall be governed by and construed in accordance with Icelandic Law. Each party hereto hereby submits to the non-exclusive jurisdiction of the Reykjavik District Court.

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          IN WITNESS WHEREOF, the parties hereto have caused this Securities Pledge Agreement to be duly executed as of the day and year first above written.

Nordural Holdings I ehf.	Kaupthing Bank hf.
Grundartanga	Borgartún 19
301 Akranes	105 Reykjavik
ICELAND	ICELAND
Nordural Holdings II ehf.
Grundartanga
301 Akranes
ICELAND
Witnesses:
Id.no.
Id.no.
Norðurál ehf.
Grundartangi
301 Akranes
Iceland
Witnesses:
Id.no.
Id.no.

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EX-10.55

Exhibit 10.55

GENERAL BOND

Dated 10 February 2005

between

NORÐURÁL EHF

and

KAUPTHING BANK HF.
as Security Trustee

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GENERAL BOND

This General Bond (this “General Bond”) is executed 10 February 2005 between Norðurál ehf., Id.No. 570297-2609 (hereinafter referred to as the “Borrower”) a company organised and operated under the laws of Iceland, whose principal office is located at Grundartanga, 301 Akranes and Kaupthing Bank hf. as agent and trustee (together with its successors, transferees and assigns in such capacity pursuant to the Loan Agreement referred to below, the “Security Trustee”) for each and any Secured Party (as defined below).

SECTION 1. DEFINITIONS:

(a)   Capitalised terms used herein and not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement (as defined below) and clause 1.2 (Other Definitional Provisions) of the Loan Agreement shall apply to this General Bond mutatis mutandis.

(i) Unless otherwise stated, any reference herein to any Person shall include its successors, and permitted transferees and assigns.

(ii) Reference to a Loan Document or any other document is a reference to that Loan Document or other document as amended, novated, replaced or supplemented from time to time.

(iii) “assets” includes properties, contracts, revenues and rights of every description.

(b)   The following terms shall have the following meanings (all terms defined in this Section 1 or in the other provisions of this General Bond in the singular shall include the plural and vice versa):

“Finance Parties” means the Agents and the Lenders (which may vary from time to time) as defined in the Loan Agreement;

“Harbour Area” shall have the respective meaning ascribed thereto in the Harbour Agreement originally between the Harbour Fund (now Faxaflóahafnir sf.) and the Borrower dated August 7, 1997, as amended from time to time.

“Charged Assets” means all the assets charged pursuant to Section 2 of this General Bond.

“Secured Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Borrower to any Finance Party under each Loan Document to which the Borrower is a party (excluding any Subordination Agreement) together with all costs,

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charges and expenses incurred by any Finance Party in connection with the protection, preservation or enforcement of its respective rights under the Loan Documents on a full indemnity basis except for any obligation or liability which, if it were so included, would result in this Bond to be unlawful. The term “Loan Document” includes all amendments and supplements including supplements providing for further advances.

“Secured Party” means each and any Finance Party.

“Security Period” means the period beginning on the date hereof and ending on the date upon which the Security Trustee is satisfied (acting reasonably) that all the Secured Liabilities, which have arisen, have been unconditionally and irrevocably paid and discharged in full or (if earlier) the security hereby created has been unconditionally and irrevocably released and discharged.

“Loan Agreement” means the USD 365.000.000,- term loan facility agreement to be entered into on or about the date of this General Bond, between inter alia the Borrower, the Security Trustee and the various financial institutions listed therein.

“Smelter Site” shall have the respective meaning ascribed thereto in the Smelter Site Agreement between the State Treasury of Iceland and the Borrower dated March 20, 1997, as amended from time to time.

SECTION 2. THE PLEDGE

The board of directors of Norðurál ehf. on behalf of the Borrower, acknowledges by its signature on this General Bond that the Borrower undertakes to the Security Trustee named above, as agent and trustee for each Secured Party, to pay or discharge in full the Secured Liabilities, the principal amount of which is set out below in accordance with the terms set forth in greater detail in the Loan Documents.

Each party to this General Bond agrees that the Security Trustee’s interests and rights under and in respect of this General Bond shall be held by the Security Trustee as agent and trustee for itself and the other Secured Parties from time to time on the terms set out in the Loan Documents. Accordingly, unless the context otherwise requires, all references in this General Bond to the Security Trustee mean the Security Trustee in its capacity as agent and trustee and each party to this General Bond also agrees that each Secured Party from time to time shall have the benefit of this General Bond.

Amount in numerals: USD 385.000.000,- plus interest and default interest (including amounts which are, or are expressed to be or may become due, owing or payable by the Borrower under any hedging agreements in respect of any foreign exchange or interest rate hedging arrangements), and all other expenses and costs as further defined above as Secured Liabilities.

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Amount in words: Three hundred and eighty five million U.S. dollars.

To ensure the punctual and full payment of, and/or performance or discharge of, the Secured Liabilities in accordance with the Loan Documents the following assets are hereby charged to the Security Trustee with a second-ranking charge, with a pre-emptive upgrade right (Uppfærsluréttur), next after the following:

First-ranking General Bond, for the amount of USD 197.600.000, dated 27 August 2003. Security Trustee Kaupthing Bank hf.

A. All assets and rights related to the Smelter Site under the Smelter Site Agreement and all assets located within the Smelter Site, including but not limited to the following assets (Landnúmer 133197, Fastanúmer 223-5409):

1.	Potrooms and 180 cell potline (“Kerskálar o.fl.”);
2.	Two Potroom Service Buildings (“2 Þjónustubyggingar kerskála”);
3.	Substation 401, including extension (“Aðveitustöð 401, stækkun);
4.	Rectifier houses, plus rectifier cooling facilities and seawater intake (“Aðveitustöð o.fl.”);
5.	Substation 408 (“Aðveitustöð”);
6.	Rodding shop, butt crushing facility, including all external sub-stations, storage and personnel facilities (“Skautsmiðja, aðveitustöð, starfmannaaðstaða o.fl.”);
7.	Casthouse and laboratory (“Steypuskáli o.fl.”);
8.	Air Compressor station and other utility stations (including, without limitation, water pumphouses and future water tanks) (“Loftþjöppuhús o.fl.”);
9.	Warehouses, workshops and repair facilities (“Vöruskemmur, verkstæði o.fl.”);
10.	Administration and personnel facilities, including miscellaneous satellite personnel facilities (“Skrifstofur og starfsmannaaðstaða”);
11.	Silos and tanks (“Tankar og síló”);
12.	Fume treatment plant and Pot repair building and equipment thereof;
13.	All other assets as further defined and set out in Appendix A and;
14.	All other rights, title and benefits present or future, actual or contingent, in respect of any assets, inventory, appurtenances, machines or other equipments owned by the Borrower from time to time and intended for use in connection with the operation of the Facilities as further defined in Article 24 of the Mortgage Act No. 75/1997 (Rekstrarveð).
B.	All assets and rights related to the Harbour Area under the Harbour Agreement and all Harbour Installations (as defined in the Harbour Agreement), including, but not limited to the following assets (Landnúmer 179740, Fastanúmer 226-8116):
1.	Stationary suction unloader (“Fastur sogdælulöndunarbúnaður”);
2.	Closed airslide conveying system from the suction unloader to storage silo(s) on shore (“Lokuð flæðilína frá löndunarbúnaði til súrálsturns eða súrálsturna í landi);
3.	One alumina storage silo of 40.000 tons storage capacity located on the shore (“Einn súrálsturn er rúmar 40.000 tonn í landi”);

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4.	Machinery house for suction unloader and alumina handling equipment located adjacent to the silo (“Vélarhús fyrir sogdælulöndunarbúnaðinn og búnað til meðhöndlunar á súráli við hlið súrálsturnsins);
5.	Overhead dense phase (pneumatic pipes) closed alumina conveying system from the silo(s) to the site (“Lokað þéttflæðikerfi á undirstöðum (loftþrýstikerfi) fyrir súrál frá súrálsgeymum að lóðinni”);
6.	All other assets set out in Appendix B and;
7.	All other rights, title and benefits present or future, actual or contingent, in respect of any assets, inventory, appurtenances, machines and other equipments owned by the Borrower from time to time and intended for use in connection with the operation of the Facilities, located at the Harbour Area (The Harbour Installations), ref. Article 24 of the Mortgage Act No. 75/1997 (Rekstrarveð).
C.	INVENTORY etc. (Veð í vörubirgðum)
1.	All rights, title, benefits and interests, present or future, actual or contingent, in, under or in respect of any raw material (alumina), semi-processed goods (including, without limitation, liquid aluminium in the pots), finished goods (finished aluminium), commodities, operational goods, storage facilities for the Facility’s finished goods and all other assets, rights, title, benefits and interests defined in Article 33 of the Mortgage Act No. 75/1997.

Pursuant to clause 15 of the BMT Tolling Conversion Agreement the above charge does not create any security interest in any alumina delivered by Billiton Marketing A.G. (“Billiton”) pursuant to the BMT Tolling Conversion Agreement that has not been converted into aluminium and all converted aluminium (except liquid aluminium in pots) that has been produced for Billiton’s account using alumina delivered by Billiton under that agreement.

The above charge does not create any security interest in any alumina delivered and owned by Glencore Ltd. (“Glencore”) pursuant to the Glencore Tolling Conversion Agreement that has not been converted into aluminium and all converted aluminium (except liquid aluminium in pots) that has been produced for Glencore’s account using alumina delivered by Glencore under that agreement and is owned by Glencore.

D.	GENERAL RECEIVABLES (Vörureikningsveð)
1.	All present and future rights, title, benefits and interests in all receivables and other general claims of the Borrower covered by paragraph 1 of Article 47 of the Mortgage Act No. 75/1997.
E.	OTHER PROPERTIES AND ASSETS COVERED BY THIS GENERAL BOND
1	All other properties and assets owned by the Borrower from time to time, which are not subject to the floating charge as defined in Article 24 of the Mortgage Act No. 75/1997 as further defined and set out in Appendix C to this General Bond.

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This General Bond does not create any security over or in any registered vehicles of the Borrower. The vehicles owned by the Borrower at the date of the signing this General Bond are as listed in Appendix C. If at any given time the total market value of all of the vehicles owned by the Borrower exceeds USD 300.000,- (indexed) the Borrower undertakes and shall be obliged to enter into a security document in favour of the Security Trustee (in such form as the Security Trustee reasonably requires), creating a security interest in all vehicles of the Borrower and shall, in relation to such security document, forthwith thereafter (i) provide the Security Trustee with such evidence of the Borrower’s signing authority in relation thereto as the Security Trustee may reasonably require (ii) procure its registration (or if so required by the Security Trustee, assist the Security Trustee in obtaining such registration) at the Magistrate office at Borgarnes or any other relevant agency in Iceland.

The assets referred to in paragraphs A, B, C, and D above (as the same may be updated or supplemented from time to time in accordance with this General Bond) are hereinafter referred to as the Charged Assets.

This General Bond secures the payment, performance and/or discharge, of the Secured Liabilities during the Security Period.

SECTION 3. USE OF PROCEEDS.

Notwithstanding any other provision contained herein the parties hereto acknowledge that until the expiry of the Security Period, all rights of the Security Trustee with respect to the Charged Assets shall be exercised by the Security Trustee (or its nominees, delegates or sub-delegates, as applicable) as agent and trustee for the Secured Parties and any proceeds of the Charged Assets shall, upon the exercise of any enforcement of the remedies hereunder in respect thereof, be applied to the payment of the Secured Liabilities in the following order of priorities, but without prejudice to the right of any Secured Party to recover any shortfall from the Borrower:

     First: to pay all unpaid cost and expenses incurred in connection with such enforcement, including reasonable compensation to agents of and counsel for the Agents, and all expenses, liabilities and advances incurred or made by the Agents in connection with the Security Documents, and any other amounts then due and payable to the Agents pursuant to the Loan Agreement;

     Second: to pay pro rata the unpaid principal of the Secured Liabilities in accordance with the provisions of the Loan Agreement, until payment in full of the principal of all Secured Liabilities shall have been made (or so provided for);

     Third: to pay pro rata (i) all interest on the Secured Liabilities and (ii) all commitment fees, agent fees and other fees payable under the Loan Agreement, until payment in full of all such interest and fees shall have been made;

     Fourth: to pay pro rata all other Secured Liabilities, until payment in full of all such other Secured Liabilities shall have been made (or so provided for); and

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     Finally: to pay to the Borrower, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Charged Assets owned by it.

SECTION 4. NO WAIVER

No failure to exercise, and no delay in exercising, on the part of the Security Trustee or any of its agents, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

SECTION 5. INSURANCE PROCEEDS

Any insurance proceeds connected with the Charged Assets are included in the Security Trustee’s pledge hereunder and the provisions of Section 5.6 of the Loan Agreement shall apply in relation to the insurance of the Charged Assets.

SECTION 6. FLOATING CHARGE

The Charged Assets are charged to the Security Trustee with all appropriate plant, equipment, machinery, inventory, appurtenances, including moveable assets of all descriptions, which are owned by the Borrower now or in the future or (to the extent of such interest) in which it has any interest from time to time, and are intended for its use in connection with the construction and operation of the Facilities, ref. Article 24 and 33 of the Mortgage Act No. 75/1997. The charge shall cover any pieces of equipment, fixtures, buildings and appurtenances, which may replace such older charged items or buildings.

If any changes are made to the buildings and/or facilities referred to in paragraph A or B of Section 2 above and/or from the drawings in Appendix A and/or B or if any additional buildings and/or facilities will be constructed at the Smelter Site, the security constituted by this General Bond shall cover any such changes and/or additional buildings and/or facilities. The Borrower shall issue supplemental Appendices including where appropriate, new drawings in accordance with the updating procedure described in Section 11(b) below to reflect such changes and/or additional buildings and/or facilities) and have such documents registered at the Magistrate Office in Borgarnes or any other relevant agencies in Iceland, as well as any other document(s) which might be reasonably considered to be necessary to issue in relation to such changes.

SECTION 7. DEFAULT INTEREST

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In the event of failure to make payments according to the Loan Documents on the correct due dates, default interest on the sum in arrears shall be paid in accordance with Section 2.10 (b) of the Loan Agreement.

SECTION 8. EVENT OF DEFAULT

The security constituted hereby shall become immediately enforceable upon the occurrence of one or more Events of Default as defined in the Loan Agreement and at any time thereafter whilst any Event of Default exists, and the enforcement rights defined below under Section 9 shall be immediately exercisable upon the occurrence of any Event of Default and at any time thereafter whilst any Event of Default exists.

SECTION 9. RIGHTS AND REMEDIES

(a) If the security constituted hereby becomes enforceable (in addition to any other rights and remedies provided for herein or which may otherwise be available at law, in equity or otherwise), the Security Trustee may in its absolute discretion enforce all or part of the security in any manner it sees fit which shall include:

(i) the right to have the Charged Asset(s) sold directly on a distress sale for the outstanding Secured Liabilities without a prior court judgement, settlement or enforcement measure according to sub-paragraph 2 of paragraph 1 of Article 6 of the Distress Sale Act No. 90/1991; and

(ii) the right to redeem the Charged Asset(s); and

(iii) the right to have the Charged Asset(s) sold at a private sale.

Enforcement measures may also be taken in order to ensure the payment of the debt without a prior court judgement or court settlement under item 7 of paragraph 1 of Article 1 of the Enforcement Measures Act, No. 90 of 1989, following a prior call for payment under Article 7 of the same Act.

(b) If any Event of Default shall have occurred and be continuing, the Security Trustee or any person designated by it may by notice to the Borrower from the Security Trustee exercise (in place of the Borrower) all of the Borrower’s rights and discretions in respect of the Charged Assets and (acting as agent of the Borrower or, at the Security Trustee’s discretion, jointly and severally with the Borrower) perform any obligations of the Borrower in respect of the Charged Assets.

SECTION 10. DUTIES OF THE SECURITY TRUSTEE;
BORROWER REMAINS LIABLE

(a) The rights conferred on the Security Trustee hereunder are solely to protect its interest in the Charged Assets and shall not impose any duty upon it to exercise any such rights. The Security Trustee shall have no duty except to the extent required by

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applicable law as to any Charged Asset or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any of the Charged Assets. Neither the Security Trustee, any other Secured Party nor any of their directors, officers, employees, agents, delegates, sub-delegates or nominees shall be liable for failure to demand, collect or realise any of the Charged Assets or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Charged Asset upon the request of the Borrower or otherwise.

(b) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable in respect of the Charged Assets and under each Loan Document to which it is a party to the extent set forth therein to make all payments and to perform and satisfy all of its duties and obligations in respect thereof to the same extent as if this General Bond had not been executed, (ii) the exercise by the Security Trustee of any of the rights and remedies hereunder shall not release the Borrower from any of its duties or obligations under the Loan Documents or in respect of the Charged Assets and (iii) neither the Security Trustee nor any of the Secured Parties shall have any obligation or liability under any of the Loan Documents, by reason of this General Bond, nor shall the Security Trustee, nor any of the Secured Parties, be obligated to perform or satisfy any of the obligations or duties of the Borrower thereunder.

(c) The Security Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of its rights, powers and discretions in circumstances where it is obliged to do so under the terms of the Loan Documents. Neither the Security Trustee nor any of its officers or employees will be liable, by reason of entering into possession of any of the Charged Assets or exercising in whatever capacity any rights, powers, discretions or obligations in respect of the Charged Assets, for any loss, damage, liability or expense arising therefrom save to the extent that the same shall be caused by the Security Trustee’s wilful default or failure to account for receipts (in circumstances where it is obliged to do so under the terms of the Loan Documents) or that of its officers or employees.

(d) All the provisions of this Section shall apply, mutatis mutandis, in respect of the liability of any delegate or other person appointed or authorised to carry out any of the duties or obligations of, or to exercise all or any of the rights, powers or discretions vested in, the Security Trustee under or pursuant to this General Bond.

SECTION 11. UNDERTAKING OF THE BORROWER

(a) The Borrower agrees that from time to time, upon request of the Security Trustee, and at the expense of the Borrower, the Borrower will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that the Security Trustee may reasonably request, in order to create, preserve, perfect or protect the security granted or purported to be granted hereby or the priority thereof or to enable the Security Trustee or any of its nominees, delegates or sub-delegates to exercise and enforce its rights and remedies hereunder including in relation to the exercise of the Security Trustee’s powers of realisation, execution of any transfer, assignment or conveyance of any property to any purchaser or transferee. Without limiting the generality of the foregoing, the Borrower will: (i) if any of the

9

Charged Assets shall be evidenced by a promissory note or other instrument deliver and pledge to the Security Trustee for the benefit of the Secured Parties such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Security Trustee; (ii) deliver and pledge to the Security Trustee any certificate or title or ownership to the Charged Assets and shall provide the Security Trustee with all lien entry forms and similar documents, duly completed, executed and acknowledged as required to enable the Security Trustee to perfect its security over the Charged Assets; and (iii) execute and file such instruments, endorsements or notices as may be necessary or desirable, or as the Security Trustee may reasonably request, in order to create, preserve, perfect or protect the security granted or purported to be granted hereby.

(b) The Borrower undertakes and agrees that it will:

(i) by not later than close of business on each Updating Date (as defined below) until the Borrower is released from this General Bond in accordance with Section 13 update this General Bond by issuing supplements to Appendices A, B and C substantially in the form set out in Appendix D (each a “Supplemental Appendix”) to include such details as may be reasonably required by the Security Trustee from time to time as the case may be of any changes made (including any additions) to the buildings and/or facilities included in paragraph A and B above and/or any asset which substitutes or replaces or supplements the assets. Appendices shall be signed by or on behalf of the Borrower the Security Trustee and Faxaflóahafnir sf. and/or the Treasury as the case may be, together with any other document(s) which may be reasonably considered to be necessary by the Security Trustee in relation to such updating;

(ii) on each occasion that a Supplemental Appendix is issued, provide the Security Trustee with such evidence of the Borrower’s signing authority as the Security Trustee may reasonably require;

(iii) within such registration period as may be prescribed from time to time by applicable law, procure registration (or, if so required by the Security Trustee, shall assist the Security Trustee in obtaining registration) of each such Supplemental Appendix, together with any other document(s) which may be considered necessary by the Security Trustee in relation to such updating at the Magistrate Offices of Borgarnes or with any other relevant Agency in Iceland.

For the purpose of this General Bond the term “Updating Date” means:

(i) in respect of any changes from and/or additions to the buildings and/or facilities referred to in paragraph A above, a date falling within 10 Business Days of the date on which such changes and/or additions are made or, in the case of ongoing works, a date falling within 10 Business Days of the date of commencement of those works; and

(ii) in respect of any replacement or supplement to the assets referred to in paragraph B and E above, a date falling within 10 Business Days of replacement

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by or addition of any asset having an open market value of more than USD 110.000,-.

(c) The Borrower shall pay all filing, registration and recording fees or re-filing, re-registration and re-recording fees, and all expenses incidental to the execution and acknowledgement of the General Bond, any agreement supplemental thereto (including (for the avoidance of doubt) any Supplemental Appendix or any other instrument or document updating the General Bond), and all stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this General Bond, or any agreement supplemental hereto and any instruments of further assurance in connection herewith.

SECTION 12. APPOINTMENT OF THE SECURITY TRUSTEE AS AN ATTORNEY IN FACT

The Borrower by way of security only hereby irrevocably appoints the Security Trustee and any person nominated in writing by the Security Trustee severally to be the Borrower’s attorney-in-fact (with full powers of substitution and delegation) with full authority to act in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Security Trustee’s reasonable discretion to take any action and to execute any instrument which the Security Trustee may deem necessary or advisable:

(a) to create, preserve or perfect or protect the security intended to be created by this General Bond and to facilitate the exercise by the Security Trustee of all or any of the rights, powers and discretions exercisable by the Security Trustee in accordance with and subject to the terms of this General Bond; and

(b) to do anything which the Borrower is obliged to do (but has not done) under this General Bond; and

(c) on or following the occurrence of an Event of Default (whilst the same is continuing) to facilitate the realisation of all or any of the Charged Assets including, without limitation, to ask, demand, collect, sue for, recover, compound, receive and give discharge and receipts for moneys due and to become due under or in connection with the Charged Assets, to receive, indorse and collect any drafts or other instrument, documents and chattel paper in connection therewith, to file any claims or take any action or institute any proceedings, that the Security Trustee may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this General Bond, and to make and execute all conveyances, assignments and transfers of the Charged Assets sold pursuant to Section 9 hereof.

The Borrower hereby ratifies and confirms all that the Security Trustee, as said attorney-in-fact, shall do by virtue hereof. Notwithstanding the foregoing, except as required by applicable law, the Security Trustee shall not be obligated to exercise any right or duty as attorney-in-fact, and shall have no duties to the Borrower in connection therewith.

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SECTION 13. RELEASE

The security created by this General Bond shall be released and all documents held by the Security Trustee as security pursuant to this General Bond, including documents of title, shall be returned to the Borrower upon the expiry of the Security Period (as defined above), at the request and expense of the Borrower.

SECTION 14. MISCELLANEOUS

If the Security Trustee considers (acting reasonably) that an amount paid by any Loan Party to any Secured Party under any Loan Documents, is likely to be avoided or otherwise set aside on the liquidation or other similar proceeding (including but not limited to the winding-up, moratorium or the seeking of composition) of such Loan Party, then such amount shall not be considered to have been irrevocably paid for the purposes hereof.

SECTION 15. ASSIGNMENT

(a) The Security Trustee may assign and transfer all of its respective rights and obligations hereunder to a replacement Security Trustee appointed in accordance with the terms of the Loan Documents. Upon such assignment and transfer taking effect, the replacement Security Trustee shall be and be deemed to be acting as agent and trustee for each of the Secured Parties (as well as for itself) for the purposes of this Agreement in place of the old Security Trustee. The Borrower shall promptly take such action as may be necessary in order that this General Bond and replacements therefore shall provide for effective and perfected security in favour of any successor or replacement of the Security Trustee permitted or duly appointed in accordance with the Loan Documents.

(b) The Borrower undertakes that it shall not at any time assign, transfer, novate or dispose of any of its rights, interests or obligations in respect of this General Bond to any person (or agree to do any of the foregoing).

SECTION 16. DISPOSALS

The Borrower may not sell, transfer or otherwise dispose of the Charged Assets, unless it is expressly permitted to do so under the terms of the other Loan Documents and Article 27 and/or 33 of the Mortgage Act. No. 75/1997.

SECTION 17. NO SECURITY INTEREST

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The Borrower shall not create or permit to subsist any security interest on any of the Charged Assets, other than any Permitted Liens as set out in Section 6.3 of the Loan Agreement.

SECTION 18. NOTICES

All notices or other communications under or in connection with this General Bond shall be given in writing and, unless otherwise stated may be made by letter or facsimile. Any such notice will be deemed to be given as follows:

(a) if by letter, when delivered personally or on actual receipt; and

(b) if by facsimile, when received in legible form.

However, a notice given in accordance with the above but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. Without affecting the validity of any notice delivered in accordance with paragraph (b) above, a copy of each notice delivered by facsimile shall also be sent by letter to the relevant party.

The address and facsimile number of the Borrower are:

(A)	Nordural ehf.
	Grundartangi
	301 Akranes
	Iceland
	Tel: 00 354 430 1000
	Telecopy: 00 354 430 1001
	Attn: Managing Director/Finance Manager.
	with a copy to the Parent:
	Century Aluminium Company
	2511 Garden Road
	Building A, Suite 200
	Monterey, CA 93940
	Tel: 001-831-642-9300
	Fax: 001-831-642-9328
	Attn: Daniel J. Krofcheck and Gerald J. Kitchen
(B)	If to a Secured Party, to the address of the Security Trustee at:
	Kaupthing Bank hf.
	Borgartún 19
	105 Reykjavík
	Iceland

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Fax: + 354 444 6589

Attention: Sigurgeir Tryggvason

or such other address and/or facsimile number as either party may notify (in accordance with this Section 18) to the other by not less than 5 Business Days’ notice.

SECTION 19. EXPENSES AND INDEMNITY

The Borrower shall forthwith on demand pay (a) all reasonable costs and expenses (including legal fees) incurred in connection with the negotiation, preparation, printing and execution of this General Bond and any other document referred to in this General Bond, (b) all costs and expenses (including legal fees) incurred in connection with the enforcement of, or the preservation of any rights under this General Bond and (c) any costs or expenses incurred as a result of any steps being taken in connection with the protection and/or improvement of the Charged Assets including any amounts incurred in the ongoing construction and operation of the Facilities by any Secured Parties, delegate, nominee, attorney, manager, agent or other person appointed by the Security Trustee under this General Bond, and keep each of them indemnified against any failure or delay in paying the same.

SECTION 20. DELEGATES

The Security Trustee or any person appointed by it hereunder may delegate by power of attorney or in any other manner to any other person any right power or discretion exercisable by it in connection herewith.

SECTION 21. SECURITY INTEREST ABSOLUTE

The rights of the Security Trustee hereunder, the security created hereby and the obligations of the Borrower hereunder are irrevocable, absolute and unconditional, irrespective of:

(a) the validity or enforceability of the Secured Liabilities or of any Loan Document, Material Contracts and Licenses or any other agreement or instrument relating thereto;

(b) any amendment to, waiver of, consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of any Loan Document, Material Contracts and Licenses or any other agreement or instrument related thereto;

(c) the acceleration of the maturity of any of the Secured Liabilities or any other modification of the time of payment thereof or the failure to perfect any

14

other security granted to, or in favour of, the Security Trustee or any other Secured Party;

(d) any substitution, release or exchange of any other security for or guarantee of any of the Secured Liabilities or the failure to create, preserve, perfect or protect any other security granted or purported to be granted to, or in favour of, the Security Trustee or any other Secured Party; or

(e) the occurrence of any other event or circumstances of a similar or different nature that might otherwise constitute a defence available to the Borrower as a surety or a guarantor.

SECTION 22. SEVERABILITY.

Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

SECTION 23. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with Icelandic Law. Each party hereto hereby submits to the non-exclusive jurisdiction of the Reykjavik District Court. Any legal actions arising from this General Bond may be brought before the Reykjavík District Court under Chapter 17 of the Code of Civil Procedure, No. 91/1991.

- - -

This General Bond has been prepared in three copies, one of which has been delivered to the Borrower, one to the Security Trustee and one to be filed and registered at the Magistrate Offices of Borgarnes.

In confirmation and acceptance of the above, the Borrower and the Security Trustee sign their names on this General Bond in the presence of two witnesses summoned for the purpose.

With their signatures on this General Bond, the State Treasury of Iceland and Faxaflóahafnir sf. respectively confirm the above and fully accept and permit the charge made under this General Bond, as registered owners of the Smelter Site and of the Harbour Area.

Reykjavík, 10 February 2005.

On behalf of Norðurál ehf.	On behalf of Kaupthing Bank hf.
according to a power of attorney	as Security Trustee
	according to a power of attorney

15

Id. No.	Id. No.
On behalf of Faxaflóahafnir sf.	On behalf of the State Treasury of
according to a power of attorney	Iceland
Id. No.	Id. No.
Witnesses to the correct date, signatures and financial competence of the above mentioned parties.:
Id. No.
Id. No.

16

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement No. 333-121729 of our report dated February 9, 2004 (which expresses an unqualified opinion and includes an explanatory paragraph as to the adoption of Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations”), appearing in the Prospectus, which is part of this Registration Statement, and of our report dated February 9, 2004 relating to the financial statement schedule appearing elsewhere in this Registration Statement.

We also consent to the reference to us under the headings “Summary Financial and Other Data of Century Aluminum,” “Selected Historical and Pro Forma Consolidated Financial Data” and “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania

February 11, 2005

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form S-4 of Century Aluminum Company of our report dated February 24, 2004 relating to the financial statements of Nordural hf, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

February 11, 2005

PricewaterhouseCoopers LLP
Reykjavik, Iceland

/s/ Reynir Vignir
Reynir Vignir
State Authorized Public Accountant

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

To Tender for Exchange
up to $250,000,000 aggregate principal amount of
outstanding 7.5% Senior Notes due August 15, 2014
which have not been registered under the Securities Act of 1933

for

a like aggregate principal amount of
7.5% Senior Notes due August 15, 2014
which have been registered under the Securities Act of 1933

of

Century Aluminum Company

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH   , 2005 UNLESS EXTENDED (THE “EXPIRATION DATE”).

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent (the “Exchange Agent”) for the Offer is:

WILMINGTON TRUST COMPANY

By Mail or Overnight Delivery:	By Hand Delivery:	By Registered or Certified Mail:
Wilmington Trust Company	Wilmington Trust Company	Wilmington Trust Company
1100 N. Market Street	Corporate Capital Markets	DC-1626 Processing Unit
Wilmington, DE 19890-1626	1100 North Market Street	P.O. Box 8861
Attn: Alisha Clendaniel	Wilmington, DE 19890-1626	Wilmington, DE 19899-8861
	Attn: Alisha Clendaniel

By Facsimile Transmission:	For Confirmation, Call:
(302) 636-4139	(302) 636-6470

     Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery unless an Agent’s Message is delivered in accordance with Instruction 1 to this Letter of Transmittal.

     For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (302) 636-6470.

1

     The undersigned hereby acknowledges receipt of the Prospectus dated February     , 2005 (the “Prospectus”) of Century Aluminum Company, a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal” or “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange up to $250,000,000 aggregate principal amount of 7.5% Senior Notes due August 15, 2014 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like aggregate principal amount of outstanding 7.5% Senior Notes due August 15, 2014 (the “Outstanding Notes”), which have not been registered under the Securities Act. Capitalized terms used but not defined in this Letter of Transmittal have the meanings ascribed to them in the Prospectus.

     For each Outstanding Note accepted for exchange, the Holder of that Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. Outstanding Notes will be exchanged and Exchange Notes will be issued only in integral multiples of $1,000. Outstanding Notes accepted for exchange will not receive accrued interest at the time of exchange. However, each Exchange Note will bear interest from the most recent date to which interest has been paid on the Outstanding Notes, or if no interest has been paid on the Outstanding Notes, from the date on which the Outstanding Notes were originally issued under the Indenture.

     This Letter of Transmittal is to be completed by holders of outstanding Notes either if Outstanding Notes are to be forwarded with this Letter of Transmittal or if tenders of Outstanding Notes are to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus. Holders of Outstanding Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Outstanding Notes into the Exchange Agent’s account at DTC (a “Book-Entry Confirmation”) and all other documents required by this Letter of Transmittal to the Exchange Agent on or before the Expiration Date, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

     The undersigned hereby tenders the Outstanding Notes described in Box 1 below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the tendered Outstanding Notes, and the undersigned represents that it has received from each beneficial owner of the tendered Outstanding Notes (collectively, the “Beneficial Owners”) a duly completed and executed form of “Instructions to Registered Holder and/or DTC Participant from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

     Subject to, and effective upon, the acceptance for exchange of the tendered Outstanding Notes, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title, and interest in, to, and under the Outstanding Notes.

     The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the tendered Outstanding Notes, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the tendered Outstanding Notes to the Company or cause ownership of the tendered Outstanding Notes to be transferred to, or upon the order of, the Company, on the books of the registrar for the Outstanding Notes and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to which the undersigned is entitled upon acceptance by the Company of the tendered Outstanding Notes pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Outstanding Notes, all in accordance with the terms of the Exchange Offer.

     Unless otherwise indicated under “Special Issuance Instructions” below (Box 2), the Exchange Notes exchanged for tendered Outstanding Notes will be issued in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions” below (Box 3), the certificates for the Exchange Notes (and accompanying documents, as appropriate) will be sent to the undersigned at the address shown below in Box 1.

2

     The undersigned understands that tenders of Outstanding Notes pursuant to the procedures described under the caption “The Exchange Offer” in the Prospectus and in the instructions to this Letter will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.” All authority conferred in this Letter of Transmittal or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owners under this Letter of Transmittal will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

     The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes being tendered, and that, when the Outstanding Notes are accepted for exchange as contemplated in this Letter of Transmittal, the Company will acquire good title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, other obligations relating to their sale or transfer and adverse claims. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

     By accepting the Exchange Offer, the undersigned hereby represents and warrants that:

     (i) the Exchange Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or of any other person receiving Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes;

     (ii) neither the undersigned nor any other person acquiring the Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes, is participating in or has an intent to participate in a distribution of the Exchange Notes;

     (iii) neither the undersigned nor any other person acquiring the Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes, has an arrangement or understanding with any other person to participate in a distribution of the Exchange Notes; and

     (iv) neither the undersigned nor any other person acquiring the Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes, is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

     If the undersigned is a broker-dealer that acquired the Outstanding Notes directly from the Company in the initial offering and not as a result of market-making activities or if any of the foregoing representations and warranties are not true, then the undersigned is not eligible to participate in the Exchange Offer, cannot rely on the interpretations of the staff of the Securities and Exchange Commission in connection with the Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes.

     By tendering Outstanding Notes pursuant to the Exchange Offer and executing this Letter of Transmittal, a holder of Outstanding Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that such Outstanding Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities (such a broker-dealer which is tendering Outstanding Notes is herein referred to as a “participating broker-dealer") and it will deliver the Prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes (provided that, by so acknowledging and by delivering a Prospectus, such participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act).

3

     The Company has agreed, subject to the provisions of the Registration Rights Agreement governing the Exchange Offer, that the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of Exchange Notes received in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the Exchange Offer has been completed. In that regard, each participating broker-dealer, by tendering such Outstanding Notes and executing this Letter of Transmittal, agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of Exchange Notes and acknowledges and agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Company has given notice that the sale of the Exchange Notes may be resumed, as the case may be.

     Each participating broker-dealer should check the box herein under the caption “participating broker-dealer” (Box 7) in order to receive copies of the Prospectus, and any amendments and supplements thereto, for use in connection with resales of the Exchange Notes, as well as any notices from the Company to suspend and resume use of the Prospectus. By tendering Outstanding Notes and executing this Letter of Transmittal, each participating broker-dealer agrees to use its reasonable best efforts to notify the Company or the Exchange Agent when it has sold all of its Exchange Notes. If no participating broker-dealers check such box, or if all participating broker-dealers who have checked such box subsequently notify the Company or the Exchange Agent that all their Exchange Notes have been sold, the Company will not be required to update the Prospectus and will not provide any holders with any notices to suspend or resume use of the Prospectus.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED” BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE NOTES AS SET FORTH IN SUCH BOX BELOW.

o    CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED WITH THIS LETTER OF TRANSMITTAL.

o    CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE BOX 4 BELOW.

o    CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE BOX 5 BELOW.

4

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES

BOX 1

DESCRIPTION OF OUTSTANDING NOTES TENDERED
(Attach additional signed pages, if necessary)

Name(s) and Address(es)
of Registered Holder(s),
exactly as name(s)		Certificate	Aggregate
appear(s) on Note		Number(s) of	Principal Amount	Aggregate
Certificate(s)		Old	Represented by	Principal
(Please fill in, if blank)		Notes*	Certificate(s)	Amount Tendered**
			Total
	*	Need not be completed if Outstanding Notes are being tendered by book-entry transfer.
	**	The minimum permitted tender is $1,000 in principal amount of Outstanding Notes. All other tenders must be in integral multiples of $1,000 of principal amount. Unless otherwise indicated in this column, the aggregate principal amount of the Outstanding Notes represented by the certificates identified in this Box 1 or delivered to the Exchange Agent with this Letter will be deemed tendered. See Instruction 3.

5

BOX 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6)

     To be completed only if certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the undersigned, or if the Outstanding Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account set forth in Box 5.

Issue Exchange Note(s) and/or Outstanding Notes to:

Name(s):
	(please print or type)
Address:
	(include zip code)

Tax Identification or
Social Security No.:                                         

o Credit unexchanged Outstanding Notes delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number)

6

BOX 3

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

     To be completed only if certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown in Box 1.

Mail Exchange Note(s) and any untendered Outstanding Notes to:

Name(s):
	(please print or type)
Address:
	(include zip code)
Tax Identification or
Social Security No.:

BOX 4

USE OF GUARANTEED DELIVERY
(See Instruction 1)

     To be completed only if Outstanding Notes are being tendered by means of a notice of guaranteed delivery.

Name(s) of Registered
Holder(s):	(please print or type)
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:

7

BOX 5

USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

     To be completed only if delivery of Outstanding Notes is to be made by book-entry transfer.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

8

BOX 6

TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)

In addition, Complete Substitute Form W-9

X		Signature Guarantee
		(If Required by Instruction 4)
X
	(Signature of Registered Holder(s)
	or Authorized Signatory)	Authorized Signature:
		X
Note: The above lines must be signed by the registered holder(s) of Outstanding Notes as their name(s) appear(s) on the Outstanding Notes or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 4.		Name: Title:	(please print or type)
		Name of Firm:
		(Must be an eligible Institution
		as defined in Instruction 1)
		Address:
Name(s):
Capacity:			(Include zip code)
		Telephone Number:
Street Address:
	(include zip code)	Dated:
Telephone number:
Tax Identification or
Social Security Number:

9

BOX 7
PARTICIPATING BROKER-DEALER

o	CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
	Name:
	Address:

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER

     1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used if (a) certificates for Outstanding Notes are to be physically delivered to the Exchange Agent herewith, (b) tenders are to be made according to the guaranteed delivery procedures or (c) tenders are to be made pursuant to the procedures for delivery by book-entry transfer, all as set forth in the Prospectus. For holders whose Outstanding Notes are being delivered by book-entry transfer, delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the participant(s) identified in the Agent’s Message.

     To validly tender Outstanding Notes pursuant to the Exchange Offer, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the Outstanding Notes, or an Agent’s Message, as the case may be, and any other documents required by this Letter of Transmittal, or (b) a holder of Outstanding Notes must comply with the guaranteed delivery procedures set forth below.

     Holders of Outstanding Notes who desire to tender them pursuant to the Exchange Offer and whose certificates representing the Outstanding Notes are not lost but are not immediately available, or with respect to which time will not permit all required documents to reach the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.” Pursuant to those procedures, (a) tender must be made by a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”) and, in each instance, that is a recognized participant in the Securities Transfer Agent Medallion Program (“STAMP”) or a recognized participant in the Securities Exchange Agents Medallion Program or the Stock Exchange Medallion Program (a “Medallion Signature Guarantor”), (b) the Exchange Agent must have received from the Eligible Institution, before 5:00 p.m., New York City time, on the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery, or overnight carrier), and (c) the certificates for all physically delivered Outstanding Notes in proper form for transfer together with a properly completed and duly executed Letter of Transmittal or Agent’s Message, as the case may be, and all other documents required by this Letter of Transmittal or the Prospectus, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.”

     The method of delivery of this Letter of Transmittal, the certificates for Outstanding Notes and other required documents is at the election and risk of the tendering holder. Except as otherwise provided in this Letter of Transmittal and in the Prospectus, delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date.

     2. Beneficial Owner Instructions to Registered Holders. Only a holder in whose name tendered Outstanding Notes are registered on the books of the registrar (or the legal representative or attorney-in-fact of that registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of tendered Outstanding Notes who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal, or an Agent’s Message by DTC, on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder and/or DTC Participant from Beneficial Owner form accompanying this Letter of Transmittal.

11

     3. Partial Tenders. Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Outstanding Notes held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled “Aggregate Principal Amount Tendered” of Box 1 above. The entire principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Outstanding Notes held by the holder is not tendered, then Outstanding Notes for the principal amount of Outstanding Notes not tendered and Exchange Notes issued in exchange for any Outstanding Notes tendered and accepted will be sent to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, promptly following the Expiration Date.

     4. Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the tendered Outstanding Notes, the signature must correspond with the name(s) as written on the face of the tendered Outstanding Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Outstanding Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

     If any of the tendered Outstanding Notes are registered in the name of two or more holders, all holders must sign this Letter of Transmittal. If any Outstanding Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different registrations of certificates.

     If this Letter of Transmittal or any Outstanding Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person’s authority to so act must be submitted.

     When this Letter of Transmittal is signed by the registered holders of the Outstanding Notes tendered hereby, no endorsements of the Outstanding Notes or separate instruments of transfer are required unless Exchange Notes, or Outstanding Notes not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the Outstanding Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

     If this Letter of Transmittal is signed other than by the registered holders of the Outstanding Notes tendered hereby, those Outstanding Notes must be endorsed or accompanied by appropriate instruments of transfer, and a duly completed proxy entitling the signer of this Letter of Transmittal to consent with respect to those Outstanding Notes, on behalf of the registered holders, in any case signed exactly as the name or names of the registered holders appear on the Outstanding Notes, and signatures on those Outstanding Notes or instruments of transfer and proxy must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

     Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless (a) the Outstanding Notes tendered hereby are tendered by a registered holder (or by a participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) that has not completed Box 2 entitled “Special Issuance Instructions” or Box 3 entitled “Special Delivery Instructions” in this Letter of Transmittal, or (b) the Outstanding Notes are tendered for the account of an Eligible Institution. If the Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, if Outstanding Notes not accepted for exchange or not tendered are to be registered in the name of or returned to a person other than the registered holder, or if Exchange Notes are to be issued to someone or delivered to someone other than the registered holder of the Outstanding Notes, then the signatures on this Letter of Transmittal accompanying the tendered Outstanding Notes must be guaranteed by a Medallion Signature Guarantor as described above.

     The Letter of Transmittal and Outstanding Notes should be sent only to the Exchange Agent, and not to the Company or DTC.

12

     5. Special Issuance and Delivery Instructions. Tendering holders should indicate, in the appropriate box (Box 2 or 3), the name and address to which the Exchange Notes and/or substitute certificates evidencing Outstanding Notes for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at DTC as the Holder may designate on this Letter of Transmittal. If no instructions are given, the Outstanding Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

     6. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of tendered Outstanding Notes pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Outstanding Notes tendered hereby, or if Outstanding Notes tendered hereby are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of tendered Outstanding Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption from those taxes is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering holder.

     Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the tendered Outstanding Notes listed in this Letter of Transmittal.

     7. Tax Identification Number. Under the federal income tax laws, payments that may be made by the Issuer on account of registered notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rate of 28%. In order to avoid such backup withholding, each tendering holder that is a “United States person,” as defined in Section 7701(a)(30) of the Internal Revenue Code must complete and sign the Form W-9 included in this Letter of Transmittal. Completing the Substitute Form W-9 requires the tendering holder to either (a) provide the correct taxpayer identification number (“TIN”) and certify, under penalties of perjury, that (i) the TIN provided is correct, (ii) such holder is not subject to backup withholding because either such holder is exempt from backup withholding, or such holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends, or the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding, and (iii) such holder is a U.S. person; or (b) if the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, indicate that such holder is awaiting a TIN by checking the box in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer Identification Number. If the box is checked in Part I of Substitute Form W-9, the Issuer (or the Exchange Agent with respect to the registered notes or a broker or custodian) may still withhold 28% of the amount of any payments made on account of the registered notes until the holder furnishes the Issuer or the Exchange Agent with respect to the registered notes, broker or custodian with its TIN.

     In general, if a holder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent or the Company are not provided with the correct TIN, the holder may be subject to a penalty imposed by the Internal Revenue Service. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements.

     Failure to complete the Substitute Form W-9 will not, by itself, cause outstanding notes to be deemed invalidly tendered, but may require the Issuer or the Exchange Agent with respect to the registered notes, broker or custodian to withhold 28% of the amount of any payments made on account of the registered notes. Backup withholding is not an additional United States federal income tax. Rather, the United States federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

     Holders who are not United States persons will be subject to a 30% withholding tax on payments of interest by the Issuer on account of the registered notes unless an exemption or lower rate is established, typically by delivering to the Issuer a properly completed Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of Substitute Form W-9), executed under penalties of perjury, certifying such holders’ eligibility for such exemption or lower rate. Form W-8BEN, Form W-8ECI or Form W-8IMY can be obtained from the Exchange Agent.

     8. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion. This determination will be final and binding. The Company reserves the right to reject any and all tenders of Outstanding Notes not in proper form or the acceptance of which for exchange may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or any defect or irregularity in the tender of Outstanding Notes. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company determines. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of defects or irregularities to holders of Outstanding Notes or incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived, or if Outstanding Notes are submitted in principal amount greater than the principal amount of Outstanding Notes being tendered, the unaccepted or non-exchanged Outstanding Notes or substitute Outstanding Notes evidencing the unaccepted or non-exchanged portion of the Outstanding Notes, as appropriate, will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

     9. Waiver of Conditions. The Company reserves the right to waive any of the conditions of the Exchange Offer in the case of any tendered Outstanding Notes.

     10. No Conditional Tenders. No alternative, conditional, irregular, or contingent tender of Outstanding Notes or transmittal of this Letter of Transmittal will be accepted.

     11. Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal for further instructions.

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     12. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated in this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

     13. Acceptance of Tendered Outstanding Notes and Issuance of Exchange Notes; Return of Outstanding Notes. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Outstanding Notes promptly after the Expiration Date and will issue Exchange Notes for the Outstanding Notes promptly thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered Outstanding Notes when, as and if the Company has given written or oral notice (immediately followed in writing) of acceptance to the Exchange Agent. If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged Outstanding Notes will be returned, without expense, to the tendering holder at the address shown in Box 1 or at a different address as may be indicated in this Letter of Transmittal under “Special Delivery Instructions” (Box 3).

     14. Withdrawal. Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.”

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

of

CENTURY ALUMINUM COMPANY
7.5% Senior Notes due August 15, 2014

Pursuant to the Prospectus dated February      , 2005

     This form must be used by a holder of 7.5% Senior Notes due August 15, 2014 (the “Outstanding Notes”) of Century Aluminum Company, a Delaware corporation (“Century”), who wishes to tender Outstanding Notes to the Exchange Agent pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus, dated February      , 2005 (the “Prospectus”) and in Instruction 1 to the related Letter of Transmittal. Any holder who wishes to tender Outstanding Notes pursuant to those guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery before the Expiration Date of the Exchange Offer. Capitalized terms used but not defined in this notice have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, MARCH     , 2005 UNLESS EXTENDED (THE “EXPIRATION DATE”).

By Mail or Overnight Delivery:	By Hand Delivery:	By Registered or Certified Mail:
Wilmington Trust Company 1100 N. Market Street Wilmington, DE 19890-1626 Attn: Alisha Clendaniel	Wilmington Trust Company Corporate Capital Markets 1100 North Market Street Wilmington, DE 19890-1626 Attn: Alisha Clendaniel	Wilmington Trust Company DC-1626 Processing Unit P.O. Box 8861 Wilmington, DE 19899-8861

By Facsimile Transmission:	For Confirmation, Call:
(302) 636-4139	(302) 636-6470

Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery. This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

     Upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to Century Aluminum Company the principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 1 of the Letter of Transmittal.

The undersigned hereby tenders the Outstanding Notes listed below:

Certificate Number(s) (if	Aggregate Principal Amount
known) of Outstanding Notes or	Represented by Outstanding Notes	Aggregate Principal
Account Number at DTC	Certificate(s)	Amount Tendered

PLEASE SIGN AND COMPLETE

Signatures of Registered
Holder(s) or Authorized
Signatory:	Date:                                         , 2005
Name(s) of Registered Holder(s):	Address:

     The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information.

Please print name(s) and address(es)

Name(s):	Address(es):
Capacity:

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GUARANTEE
(Not to be used for signature guarantee)

     The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities and Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal, together with the Outstanding Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of those Outstanding Notes into the Exchange Agent’s account at DTC described in the Prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures” and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date.

Name of Firm:
	(Authorized Signature)
Address:	Name:
		(Please Print)
	Title:
Area Code and Tel:
No:	Dated:	,2005

DO NOT SEND SECURITIES WITH THIS FORM, ACTUAL SURRENDER OF SECURITIES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

     1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Outstanding Notes, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. As an alternative to delivery by mail the holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal.

     2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

     If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed or a participant of DTC whose name appears on a security position listing as the owner of the Outstanding Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Outstanding Notes or signed as the name of the participant is shown on DTC’s security position listing.

     If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to Century Aluminum Company of the person’s authority to so act.

     3. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal or this Notice of Guaranteed Delivery may be directed to the Exchange Agent at the address specified in this Notice of Guaranteed Delivery and in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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EX-99.3

Exhibit 99.3

INSTRUCTIONS TO REGISTERED HOLDER AND/OR
DTC PARTICIPANT FROM BENEFICIAL OWNER

of

CENTURY ALUMINUM COMPANY
7.5% Senior Notes due August 15, 2014

To Registered Holder and/or DTC Participant:

     The undersigned hereby acknowledges receipt of the Prospectus, dated February 11, 2005 (the “Prospectus”) of Century Aluminum Company, a Delaware corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange up to $250,000,000 aggregate principal amount 7.5% Senior Notes due August 15, 2014 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like aggregate principal amount of its outstanding 7.5% Senior Notes due August 15, 2014 (the “Outstanding Notes”). Capitalized terms used but not defined in these instructions have the meanings ascribed to them in the Prospectus.

     This will instruct you, the registered holder and/or DTC participant, as to action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

     The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

                    $                      of the 7.5% Senior Notes due August 15, 2014.

     With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o TO TENDER the following aggregate principal amount of Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered, if any):

                             $        of the 7.5% Senior Notes due August 15, 2014;

o NOT TO TENDER any Outstanding Notes held by you for the account of the undersigned.

     If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized:

          (a) to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:

               (i) the undersigned’s principal residence is in the state of

                  [fill in state]                    ,

               (ii) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered, and the Company will acquire good title to the Outstanding Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the Outstanding Notes are accepted by the Company,

     (iii) the Exchange Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or of any other person receiving Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes;

     (iv) neither the undersigned nor any other person acquiring the Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes, is participating, intends to participate, or has an arrangement or understanding with any person to participate, in the distribution of the Exchange Notes; and

     (v) neither the undersigned nor any other person acquiring the Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes, is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

     If the undersigned is a broker-dealer that acquired the Outstanding Notes directly from the Company in the initial offering and not as a result of market-making activities or if any of the foregoing representations and warranties are not true, then the undersigned is not eligible to participate in the Exchange Offer, cannot rely on the interpretations of the staff of the Securities and Exchange Commission in connection with the Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes.

     If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representation and warranty that if any of the undersigned or any other person acquiring the Exchange Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Outstanding Notes, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a Prospectus in connection with any resale of Exchange Notes. By acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

     (c) to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Outstanding Notes.

SIGNATURE PAGE TO FOLLOW

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SIGN HERE

Name of beneficial owner(s): 

Signature(s): 

Name (please print): 

Address: 

Telephone number: 

Taxpayer Identification or Social Security Number: 

Date: 

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