AMENDMENT #1 TO S-1: CENTURY ALUMINUM ETAL

As filed with the Securities and Exchange Commission on February 15, 2005

Registration No. 333-121255

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
To

FORM S-1

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 to the public: From time to time after the effective date of this Registration Statement as determined based on market conditions and other factors.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 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

Primary

State or Other

Standard

Jurisdiction of

I.R.S.

Industrial

Address, including zip code, and

Exact Name of Registrant

Incorporation

Employer

Classification

telephone number, including area code,

Guarantor as specified in its

Identification

Code

of registrant’s principal executive

Charter

Organization

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

$175,000,000

(CENTURY ALUMINUM LOGO)

1.75% Convertible Senior Notes due August 1, 2024
and Shares of Common Stock Issuable Upon Conversion of the Notes

On August 9, 2004, we issued $175,000,000 aggregate principal amount of our 1.75% Convertible Senior Notes due August 1, 2024 in a private offering. The notes will mature on August 1, 2024. We will pay interest on the notes on February 1 and August 1 of each year. We will make the first interest payment on February 1, 2005. This prospectus relates to resales of the notes and shares of our common stock issuable upon conversion of the notes. This prospectus also relates to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders identified in this prospectus under “Selling Securityholders,” unless such issuance qualifies for the exemption under Section 3(a)(9) of the Securities Act.

The notes and shares of common stock issuable upon conversion of the notes may be sold from time to time under this prospectus by and for the account of the selling securityholders. The selling securityholders may sell all or a portion of the notes and any shares of common stock issuable upon conversion of the notes from time to time in market transactions, in negotiated transactions or otherwise, and at prices and on terms which will be determined by the then prevailing market price for the notes or at negotiated prices directly or through a broker, who may act as agent or as principal, or by a combination of such methods. See “Plan of Distribution.”

We will not receive any of the proceeds from the sale of the notes and any shares of common stock issued upon conversion of the notes offered by the selling securityholders. The selling securityholders will receive all proceeds from these sales.

We may redeem some or all of the notes for cash at any time on or after August 6, 2009 at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any.

The 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 common stock. Upon conversion, subject to our right to designate an exchange institution to satisfy our conversion obligation as described in this prospectus, we will deliver 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 of notes to be converted. We will pay a make whole premium, if any, and accrued and unpaid interest, if any, if holders convert their notes in connection with a fundamental change (as described in this prospectus) that occurs prior to August 6, 2009. Any such make whole premium will be payable solely in shares of our common stock or in the same form of consideration into which our common stock has been converted or exchanged in connection with such fundamental change.

Holders may require us to repurchase all or part of their notes for cash on each of August 1, 2011, August 1, 2014 and August 1, 2019 at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any.

Holders also may require us to repurchase their notes for cash upon the occurrence of a fundamental change at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, plus the make whole premium, if any. Any such make whole premium will be payable solely in shares of our common stock or in the same form of consideration into which our common stock has been converted or exchanged in connection with such fundamental change. No such make whole premium will be payable if the fundamental change occurs on or after August 6, 2009.

The notes are senior unsecured obligations and rank, in right of payment, the same as all of our existing and future senior unsecured indebtedness. The notes rank senior in right of payment to all of our subordinated indebtedness and are effectively subordinated to any secured indebtedness. Our obligations under the notes are guaranteed by all of our substantial existing and future domestic restricted subsidiaries.

Our common stock trades on The NASDAQ Stock Market^® (NASDAQ) under the symbol “CENX.” The last reported sale price of our common stock on February 14, 2005 was $25.90 per share.

The notes issued in the initial private placement are eligible for trading in the Private Offerings, Resales, and Trading through Automated Linkages, or “PORTAL” Market of the National Association of Securities Dealers, Inc. The notes sold using this prospectus, however, will no longer be eligible for trading on PORTAL. We do not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated quotation system.

Investing in the notes and shares of common stock involves risks. See “Risk Factors” beginning on page 11.

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 15, 2005.

ABOUT THIS PROSPECTUS

Before making your investment decision, you should read this entire prospectus carefully. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, the selling securityholders may from time to time offer and sell their notes and the shares of common stock issuable upon conversion of the notes described in this prospectus in the general manner described in “Plan of Distribution.” This prospectus also relates to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders, unless such issuance qualifies for the exemption under Section 3(a)(9) of the Securities Act.

This prospectus provides you with a general description of the securities that the selling securityholders may offer. Each time a selling securityholder sells securities, that selling securityholder is required to provide you with a prospectus and/or a prospectus supplement that contains information about the selling securityholder and the securities being offered. The prospectus supplement may add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

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 document may only be used where it is legal to sell the notes and the shares of common stock issuable upon conversion of the notes described in this prospectus. The information in this document may only be accurate on the date of this document.

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 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. 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 and the shares of common stock issuable upon conversion of 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.

iii

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.

•   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

•   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 and geothermal 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 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.

THE OFFERING


Issuer		Century Aluminum Company.

Securities offered		$175,000,000 aggregate principal amount of our 1.75% convertible senior notes due August 1, 2024 and shares of our common stock issuable upon conversion of the notes. This prospectus also relates to the issuance of shares of our common stock upon conversion of the notes by holders other than the selling securityholders, unless such issuance qualifies for the exemption under Section 3(a)(9) of the Securities Act.

Selling Securityholders		The securities to be offered and sold under this prospectus will be offered and sold by the selling securityholders identified in this prospectus under “Selling Securityholders.”

Original issue date		August 9, 2004.

Interest		The notes bear interest at 1.75% per annum on the principal amount, payable semi-annually in arrears in cash on February 1 and August 1 of each year, beginning February 1, 2005.

Maturity date		August 1, 2024.

Conversion		The 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 adjustment for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock. See “Description of the Notes – Conversion Rights.”

		Upon conversion, subject, if we so elect, to the right of the exchange institution to exchange the notes in lieu of conversion by us, we will deliver cash up to the aggregate principal amount of 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 of notes to be converted. See “Description of the Notes – Conversion Rights – Payment Upon Conversion.”

		If you convert your notes in connection with a fundamental change that occurs prior to August 6, 2009, as described below, you will also receive a make whole premium, if any, and accrued and unpaid interest, if any, on the notes that you convert. See “Description of the Notes – Determination of the Make Whole Premium.”

Exchange institution		We will designate a financial institution as the exchange agent to which notes surrendered for conversion will be offered for exchange, if we so elect, in lieu of conversion by us. In order to accept for exchange those


		notes, such exchange agent must agree to deliver to the holder of those notes cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. If such exchange institution declines to accept for exchange any notes, in whole or in part, or if such exchange institution does not timely deliver the cash and common stock, if any, owing to the holder, the notes will be converted by us. It is currently anticipated that Credit Suisse First Boston LLC will be the initial exchange institution.

Optional redemption		We may redeem some or all of the notes on or after August 6, 2009 at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any. See “Description of the Notes – Optional Redemption of Notes.”

Purchase at holder’s option on specified dates		You may require us to purchase for cash all or part of your notes on each of August 1, 2011, August 1, 2014 and August 1, 2019 at a price equal to 100% of the principal amount of the notes being purchased, plus accrued and unpaid interest, if any. See “Description of the Notes – Purchase of Notes at the Option of the Holder.”

Make whole premium upon a fundamental change		If a fundamental change (as described under the heading “Description of the Notes — Repurchase at the Option of the Holder Upon a Fundamental Change”) occurs prior to August 6, 2009, we will pay a make whole premium on notes converted in connection with, or tendered for repurchase upon, a fundamental change. The make whole premium will be payable in our stock (or the consideration into which our stock has been converted or exchanged in connection with such fundamental change) on the repurchase date for the notes after the fundamental change, both for notes tendered for repurchase and for notes converted in connection with the fundamental change. The amount of the make whole premium, if any, will be based on our stock price and the effective date of the fundamental change. A description of how the make whole premium will be determined and a table showing the make whole premium that would apply at various stock prices and fundamental change effective dates is set forth under “Description of the Notes – Determination of the Make Whole Premium.” No make whole premium will be paid if the stock price is less than $24.83 per share.

Repurchase at holder’s option upon a fundamental change		You may require us to purchase your notes upon the occurrence of a fundamental change in cash at a price


		equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, plus the make whole premium, if any, payable in shares of our common stock (or the consideration into which our stock has been converted or exchanged in connection with such fundamental change). See “Description of the Notes – Repurchase at the Option of a Holder Upon a Fundamental Change.”

Guarantors		The notes are guaranteed by each of our substantial existing and future domestic restricted subsidiaries if and for so long as such subsidiaries guarantee our senior notes. See “Description of the Notes – Guarantees.”

Ranking		The notes and the note guarantees rank equally in right of payment with all of the existing and future senior indebtedness of Century Aluminum Company and the guarantors (including our senior notes), as the case may be, and rank senior in right of payment to all of their existing and future subordinated indebtedness, but are effectively junior to secured obligations, including borrowings under our credit facility and our 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.

		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.

Use of proceeds		We will not receive any of the proceeds from the sale by any selling securityholder of the notes or the shares of common stock issuable upon conversion of the notes. See “Selling Securityholders” for a list of the selling securityholders that may sell from time to time under this prospectus the notes or the shares of common stock issuable upon conversion of the notes.

Registration rights		We have filed with the SEC a registration statement, of which this prospectus is a part, for the resale of the notes and the shares of common stock issuable upon conversion of the notes and to register the issuance of shares of our common stock upon conversion of the notes by holders other than selling securityholders. We have agreed to use our best efforts to keep such registration statement effective until the earliest of:

	(a)	the second anniversary of the effective date of the shelf registration statement,

	(b)	such time as all the registrable securities have been sold pursuant to the shelf registration statement, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in such securities not being subject to transfer restrictions under the Securities Act and the absence of a need for a restrictive legend regarding registration under the Securities Act, and

	(c)	such time when all of the registrable securities held by our non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act or any successor rule or regulation thereto.


		We have agreed to pay additional interest to the holders of the notes if we do not comply with our registration obligations. No additional interest will accrue on any shares of common stock into which notes have been converted. See “Description of the Notes – Registration Rights.”

Dividend policy		Since the beginning of the fourth quarter of 2002, we have not declared dividends on our common stock. From April 1996 through the third quarter of 2002, we declared and paid a $0.05 per share quarterly dividend on our common stock.

Trading		The notes issued in the private placement are eligible for trading in the PORTAL market of the National Association of Securities Dealers, Inc. The notes sold under this prospectus will no longer be eligible for trading on PORTAL. Our common stock is traded on The NASDAQ Stock Market ^® under the symbol “CENX.” We do not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated quotation system.

Trustee, paying agent, conversion agent and registrar		Wilmington Trust Company

Risk factors		An investment in the notes and the shares of common stock issuable upon conversion of the notes involves risk. Prospective investors should carefully consider the information set forth under “Risk Factors” beginning on page 11.

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


																			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.

(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.

RISK FACTORS

In addition to the other information included in this prospectus, you should carefully consider the risks described below before making an investment in the notes or our common stock. 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. The trading price of the notes and our common stock could decline due to any of these risks, and you may lose all or part of your investment. 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 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 12 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 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.

Glencore owns a large percentage of our common stock and can influence matters requiring shareholder approval.

Glencore owns 29.1% of our outstanding common stock. As a result of Glencore’s significant ownership of our common stock, Glencore has the ability to influence the outcome of matters requiring shareholder approval, including delaying or preventing a change in control. Willy R. Strothotte, the chairman of Glencore’s board of directors, serves as one of our seven directors. Craig A. Davis, our chairman and chief executive officer, is also a Glencore director. As a result of their service to us in their respective positions, Messrs. Strothotte and Davis have the ability to influence our management.

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 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 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.

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 loan facility. In addition, we will be required to settle in cash up to the principal amount of the notes converted, 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’s annual debt service requirements vary, as amounts outstanding under its new term loan facility bear interest at a variable rate. In addition, amounts that are borrowed under our revolver, if any, will also 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 our senior notes limit our ability to incur additional debt, pay dividends and pursue our growth strategy.

Our revolving credit facility and the indenture governing our senior 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 our senior 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 entered into a $365.0 million senior term loan facility arranged by Landsbanki Islands hf. and Kaupthing Bank hf. Amounts borrowed under the new term loan facility were used to refinance debt under Nordural’s prior term loan facility. In addition, the new term loan facility will be used 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 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 as collateral. Nordural’s loan facility contains customary covenants, including limitations on additional indebtedness, 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. 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 our senior 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 terms of the indenture governing our senior 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 Notes” and “Description of Certain Indebtedness.”

Risks Relating to This Offering and the Securities Markets

The notes and the guarantees are unsecured and contain no financial covenants.

The notes and the guarantees are not secured by our assets and will rank equal in right of payment with our existing and future unsecured and senior indebtedness. The indenture governing the notes does not restrict our ability to incur additional debt, including secured debt. The notes will be effectively subordinated to any of our existing or future secured indebtedness to the extent of the assets securing such 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 offered under this prospectus does not contain any financial covenants, restrict our ability to repurchase our securities, pay dividends or make restricted payments or contain covenants or other provisions to afford holders protection in the event of a transaction that substantially increases our level of indebtedness. Furthermore, the indenture contains only limited protections in the event of a fundamental change, as described under the heading “Description of the Notes — Repurchase at the Option of the Holder Upon a Fundamental Change.” We could engage in many types of transactions, such as acquisitions, refinancings or recapitalizations, that could substantially affect our capital structure and the value of the notes and our common stock but would not constitute a fundamental change permitting holders to require us to repurchase their notes under the indenture. The incurrence of additional indebtedness and, in particular, the granting of a security interest to secure the indebtedness, could adversely affect our ability to pay our obligations on the notes.

The 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. The indenture governing the notes does not restrict the ability of 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 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. Nordural’s new senior term loan facility places significant limits on Nordural’s ability to pay dividends to us. Subject to the restrictions contained in our revolving credit facility and the indenture governing our senior notes, future borrowings by our subsidiaries could contain restrictions or prohibitions on the payment of dividends by our subsidiaries to us. See “Description of Certain Indebtedness.” 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 have guaranteed the 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 notes were issued, you should be aware that payments under the guarantees may constitute fraudulent transfers on other grounds.

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.

We cannot assure you that an active trading market will develop or be sustained for these notes.

Although the notes issued in the private placement are eligible for trading in the PORTAL market, the notes sold under this prospectus will no longer be eligible for trading in the PORTAL market. We do not intend to apply for listing of the notes on any securities exchange or for quotation through NASDAQ. We can make no assurances that an active or sustained trading market will develop for the notes or, if a market develops, that holders will be able to resell their notes at a price they deem satisfactory. Future trading prices for the 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.

We may be unable to finance the repurchase or conversion of the notes even if required by the holders pursuant to the indenture.

Upon conversion of the notes, we are required to deliver cash in an amount up to the aggregate principal amount of notes to be converted and, at our option, cash, common stock or a combination (thereof in respect of the remainder, if any, of our conversion obligation. We cannot assure you that we will have the financial resources to deliver such cash upon a conversion of the notes.

Holders of the notes may require us to repurchase all or a portion of the outstanding notes on August 1, 2011, 2014 and 2019. In addition, upon a fundamental change, we may be required to repurchase all or a portion of the outstanding notes. In some circumstances, a fundamental change could result from events beyond our control. We cannot assure you that we will have the financial resources to repurchase your notes, particularly if that fundamental change triggers a similar repurchase requirement for, or results in the acceleration of, other indebtedness. Our revolving credit facility has change of control provisions that would require us to repay any debt outstanding under such facility upon a change of control, and the indenture governing our senior notes has change of control provisions triggering a repurchase right on the part of the holders of such debt, all of which could adversely affect our financial ability to repurchase notes upon a fundamental change. Any credit agreements or other agreements relating to our indebtedness may prevent us from repurchasing the notes or contain provisions that expressly prohibit the repurchase of the notes upon a fundamental change or may provide that a fundamental change constitutes an event of default under that agreement. If a fundamental change occurs at a time when we are prohibited from repurchasing notes, we could seek the consent of our lenders to repurchase the notes or could attempt to refinance this debt. If we do not obtain a consent, we could not repurchase the notes. Our failure to repurchase tendered notes would constitute an event of default under the indenture governing the notes offered under this prospectus, which would constitute a default under the terms of our other indebtedness. See “Description of the Notes.”

Upon conversion, we will deliver cash up to the aggregate principal amount of 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 of notes to be converted. Therefore, holders of the notes may not receive any shares of our common stock upon conversion, and they will receive fewer shares of common stock relative to the conversion value of the notes.

We have the right to satisfy our conversion obligation to holders in excess of the principal amount of notes to be converted, if any, by issuing shares of common stock, cash, or a combination thereof, in each case in satisfaction of such excess. Accordingly, upon conversion of a note, holders may not receive any shares of our common stock, and they will receive fewer shares of common stock relative to the conversion value of the note. Further, our liquidity may be reduced to the extent that we choose to deliver cash rather than shares of common stock upon conversion of notes.

Upon conversion of the notes, you may receive less proceeds than expected because the value of our common stock may decline between the day that you exercise your conversion right and the day the conversion value of your notes is determined.

The conversion value that you will receive upon conversion of your notes is determined by the average of the closing per share sale price of our common stock on NASDAQ for ten consecutive trading days. If we have issued a notice of redemption, and we do not receive your conversion notice 20 days prior to the applicable redemption date, this ten trading day period will end on the trading day immediately preceding the redemption date. Accordingly, if we do not receive your conversion notice 20 days prior to the applicable redemption date, this ten consecutive trading day period may not begin for more than a week thereafter. If we have issued a notice of redemption and we receive your conversion notice 20 days prior to the applicable redemption date, or if you exercise your conversion rights prior to our having issued a notice of redemption, this ten trading day period will begin on the second trading day immediately following the day you deliver your conversion notice to the conversion agent. If the price of our common stock decreases after we receive your notice of conversion and prior to the end of the applicable ten trading day period, the conversion value you receive will be adversely affected.

Conversion of the notes may affect the trading price of our common stock.

The conversion of some or all of the notes and any sales in the public market of our common stock issued upon such conversion could adversely affect the market price of our common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress our common stock price.

The price of our common stock, and therefore of the notes, may fluctuate significantly, and this may make it difficult for you to resell the notes when you want or at prices you find attractive.

The price of our publicly-traded common stock constantly changes. Because the notes are convertible into cash (up to the principal amount of the notes being converted) and, to the extent of any excess over the principal amount of notes being converted, cash, shares of our common stock, or a combination thereof (at our election), each based on the then applicable conversion rate, volatility in the market price for our common stock could have a similar effect on the trading price of the notes. This may result in greater volatility in the market price of the notes than would be expected for non-convertible debt securities.

The price of our common stock could be adversely affected by possible sales of our common stock by investors who view the notes as a more attractive means of equity participation in our company and by hedging or arbitrage activity that we expect to develop involving our common stock. This activity could, in turn, affect the trading prices of the notes.

The market price of our common stock has experienced significant volatility from time to time, and this volatility may continue in the future. From April 1, 2003, through December 31, 2004, the intra-day sales price of our common stock on NASDAQ ranged from $5.82 to $29.70 per share. In addition, the securities markets have experienced significant price and volume fluctuations. The market price for the notes and our common stock may be affected by a number of factors, including actual or anticipated variations in our quarterly results of operations, expectations about the future price of aluminum, changes in earnings estimates or recommendations by securities analysts, changes in research coverage by securities analysts, any announcement by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments, developments in our industry and sales of substantial

numbers of shares by current holders of our common stock in the public market. In addition, general economic, political and market conditions and other factors unrelated to our operating performance may cause the market price of the notes and our common stock to be volatile.

The conversion rate of the notes may not be adjusted for all dilutive events that may occur.

The conversion rate of the notes is subject to adjustment for certain events including, but not limited to, the issuance of cash or stock dividends on our common stock, the issuance of certain rights or warrants, subdivisions or combinations of our common stock, certain distributions of assets, debt securities, capital stock or cash to holders of our common stock and certain tender or exchange offers. The conversion rate will not be adjusted for other events, such as stock issuances for cash, that may adversely affect the trading price of the notes. We will be permitted to take actions that adversely affect the value of the notes, but do not result in an adjustment to the conversion rate. See “Description of the Notes — Conversion Rights — Adjustment of Conversion Rate and Other Adjustments.”

If you hold notes, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

If you hold notes, you will not be entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock), but you will be subject to all changes affecting the common stock. You will only be entitled to rights on the common stock if and when we deliver shares of common stock (if any) to you upon conversion of your notes. For example, if an amendment is proposed to our articles of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to delivery of the common stock, you may not be entitled to vote on the amendment, although you may nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

Future sales of our common stock in the public market or the issuance of securities senior to our common stock could adversely affect the trading price of our common stock and the value of the notes and our ability to raise funds in new stock offerings.

We are not restricted from issuing additional common stock during the life of the notes and have no obligation to consider your interests for any reason. Future sales of substantial amounts of our common stock or equity-related securities in the public market, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common stock and the value of the notes and could impair our ability to raise capital through future offerings of equity or equity-related securities. No prediction can be made as to the effect, if any, that future sales of shares of common stock, or the availability of shares of common stock for future sale, will have on the trading price of our common stock or the value of the notes.

The repurchase rights in the notes triggered by a Fundamental Change could discourage a potential acquiror and may not protect against certain transactions.

The repurchase rights in the notes triggered by a fundamental change, as described under the heading “Description of the Notes — Repurchase at the Option of the Holder Upon a Fundamental Change,” could discourage a potential acquiror. The term “fundamental change” is limited to specified transactions and may not include other events that might adversely affect our financial condition or business operations. Our obligation to offer to repurchase the notes upon a fundamental change would not necessarily afford you protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

Rating agencies may provide ratings on the notes that could reduce the market value or liquidity of the notes and our common stock.

On December 3, 2004, Moody Investors Services, Inc. assigned a rating of B1 on our convertible notes. On November 5, 2004, Standard & Poor’s Ratings Services assigned a rating of BB- on our convertible notes. If one or more rating agencies reduces their rating in the future, the market price or liquidity of the notes and our common stock could be adversely affected.

Provisions in our charter documents and state law may make it difficult for others to obtain control of our company, even though some stockholders may consider it to be beneficial.

Certain provisions of our restated certificate of incorporation and amended and restated bylaws, as well as provisions of the Delaware General Corporation Law may have the effect of delaying, deferring or preventing a change of control of our company, including transactions in which our stockholders might otherwise have received a substantial premium for their shares over then current market prices. For example, these provisions:

•   give authority to our board of directors to issue preferred stock and to determine the price, rights, preferences, privileges and restrictions of those shares without any stockholder vote;

•   provide, under our charter documents, for a board of directors consisting of three classes, each of which serves for a different three-year term;

•   require stockholders to give advance notice prior to submitting proposals for consideration at stockholders’ meetings or to nominate persons for election as directors; and

•   restrict, under our charter documents, certain business combinations between us and any person who beneficially owns 10% or more of our outstanding voting stock.

In addition, certain of our officers have entered into employment and severance compensation agreements that provide for cash payments, immediate vesting of stock options and performance shares and acceleration of other benefits under certain circumstances, including a change in control of our company. Our 1996 Stock Incentive Plan also provides for acceleration of the ability to exercise stock options and the vesting of performance shares upon a change of control, and our Non-Employee Directors Stock Option Plan provides for acceleration of an option holder’s ability to exercise stock options upon a change of control.

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;

•   Glencore International AG beneficially owns a large percentage of our outstanding common stock and has the ability to influence matters requiring shareholder approval;

•   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.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale by any selling securityholder of the notes or the shares of common stock issuable upon conversion of the notes. See “Selling Securityholders” for a list of the selling securityholders that may sell from time to time under this prospectus the notes or the shares of common stock issuable upon conversion of the notes.

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.

PRICE RANGE OF OUR COMMON STOCK

Our common stock is quoted on the NASDAQ National Market tier of The NASDAQ Stock Market ^® under the symbol “CENX.” The following table sets forth the high and low reported sales prices of our common stock as reported by The NASDAQ Stock Market ^®.


	High		Low
2002
First Quarter	$	16.50	$	11.00
Second Quarter		17.51		12.70
Third Quarter		15.19		6.71
Fourth Quarter		8.63		5.70

2003
First Quarter		7.65		5.61
Second Quarter		7.61		5.82
Third Quarter		12.71		6.90
Fourth Quarter		22.25		10.41

2004
First Quarter		29.70		19.15
Second Quarter		29.40		18.64
Third Quarter		28.00		21.70
Fourth Quarter		29.10		22.42

2005
First Quarter (through February 14, 2005)		26.53		23.69

On February 14, 2005, the closing price per share of our common stock was $25.90. As of February 7, 2005, we had 32,040,132 shares of our common stock issued and outstanding (which were held by 93 holders of record) and 855,806 shares reserved for issuance upon the exercise of outstanding stock options and the vesting of outstanding performance shares and restricted stock awards.

DIVIDEND POLICY

Since the beginning of the fourth quarter of 2002, we have not declared dividends on our common stock. From April 1996 through the third quarter of 2002, we declared and paid a $0.05 per share quarterly dividend on our common stock.

The declaration of dividends on our common stock is subject to the discretion of our board of directors. The timing, amount and form of dividends, if any, depend, among other things, on our results of operations, financial condition, cash requirements and other factors deemed relevant by our board of directors. In addition, restrictions under our revolving credit facility and the indenture governing our senior notes limit our ability to declare and pay dividends under certain circumstances. Our revolving credit facility limits dividends on our common and preferred stock to $2.5 million per year. The indenture governing our senior notes limits the aggregate amount of dividends paid since the date on which the senior notes were issued to 50% of the consolidated net income from April 1, 2004 through the most recent fiscal quarter, plus the net cash proceeds from our sales of equity securities and other amounts, including cash returns on certain investments less the aggregate amount used for the payment of dividends and other restricted payments, including investments in foreign subsidiaries.

We may resume the payment of dividends on our common stock when our board of directors determines we have cash available for that purpose and when permitted under the terms of our revolving credit facility and the indenture governing our senior notes.

THE GRAMERCY ACQUISITION

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 Limited 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

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

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.

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 prior 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. 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.

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.

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.

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.

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.

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 prior 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.


																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


																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

(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.

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 (Loss)			Per Share (Basic)
	(dollars in thousands, except per share amounts)
2004:

1^st 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.

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 entered into new a $365.0 million senior term loan facility arranged by Landsbanki Islands hf. and Kaupthing Bank hf. Amounts borrowed under the new term loan facility were used to refinance debt under Nordural’s prior term loan facility. In addition, the new term loan facility will be used 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.”

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

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

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

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.

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.

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	%

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

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

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

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 prior 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. On February 10, 2004, we filed and caused to become effective a 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

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 entered into a new $365.0 million term loan facility, a portion of the proceeds of which was used to refinance the $185.0 million term loan facility. 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.

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.”

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.

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, the Nordural 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

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.

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.

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.

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 new 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 Eurodollar 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.

BUSINESS

Overview

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.

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, 2004; 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.

The Nordural Acquisition and Expansion

On February 10, 2005, Nordural entered into 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, which were 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 agreement with Sudurnes Energy and Reykjaviík Energy for the supply of power for an additional 71 million pounds of capacity. The agreement includes 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

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.

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

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, which were 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

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 12 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 12 months’ notice, to reduce its purchase obligations by 50% under the contract. Pechiney was acquired

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.

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.

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.

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.

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.

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.

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.

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


		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.

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

(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.

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

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.


	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 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.

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

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.

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

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

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.

Equity Compensation Plan Information

Information regarding the shares authorized for issuance under our equity compensation plans is set forth below.

Equity Compensation Plan Information⁽¹⁾
As of December 31, 2004

Number of Shares

Remaining

Available for Future

Issuance

Number of Shares

Under Equity

to be Issued Upon

Weighted

Compensation

Exercise

Average

Plans,

Plan Category

of Outstanding Options

Exercise Price

Excluding Outstanding Options⁽²⁾

Equity compensation plans approved by security holders

321,430

$16.19

1,124,044

Total

321,430

$16.19

1,124,044

(1)	All equity compensation plan information presented in this table relates to the following plans approved by our shareholders:

1996 Stock Incentive Plan
Non-Employee Directors Stock Option Plan

(2)	Includes 536,211 unvested performance shares to be awarded pursuant to our 1996 Stock Incentive Plan upon attainment of certain performance objectives. The performance shares vest and are issued in accordance with the guidelines set forth in the Plan, as implemented by our Board of Directors.

SELLING SECURITYHOLDERS

When we refer to “selling securityholders” in this prospectus, we mean those persons listed in the table below, as well as the permitted pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders’ interests identified below.

We originally issued the notes to Credit Suisse First Boston LLC, Banc of America Securities LLC and Goldman Sachs & Co., as initial purchasers, in a private offering exempt from the registration requirements of the Securities Act. The initial purchasers immediately resold the notes to persons reasonably believed by them to be qualified institutional buyers in reliance on Rule 144A under the Securities Act.

The table below sets forth certain information regarding the selling securityholders, the notes and the shares of common stock issuable upon conversion of the notes that may from time to time be offered under this prospectus by the selling securityholders. Unless set forth below, to our knowledge, none of the selling securityholders within the past three years has had any material relationships with us or any of our affiliates.

We have prepared the table based on information given to us by or on behalf of the selling securityholders on or prior to February 15, 2005. The selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell under this prospectus any or all of the notes and any shares of common stock issued upon conversion of the notes. Because the selling securityholders may offer all or some portion of their notes or shares of common stock issued upon conversion of the notes, we cannot provide an estimate as to the principal amount of the notes or the number of shares of the common stock issuable upon conversion of the notes that will be held by the selling securityholders upon termination of any sales. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or some portion of their notes since the date on which they provided the information regarding their notes in transactions exempt from the registration requirements of the Securities Act.

Information regarding the selling securityholders may change from time to time and any changed information will be set forth in supplements to the prospectus if and when necessary. Assuming that all shares of common stock issuable upon conversion of the notes are sold in this offering, no selling securityholder will own more than 1% of the outstanding notes or our outstanding common stock after this offering.


										Number of Shares of
	Principal Amount of		Percentage of Notes					Number of Shares of		Common Stock		Number of Shares of
	Notes Owned Before		Outstanding Before			Principal Amount of		Common Stock Owned		Offered Upon		Common Stock Owned
	the Offering and		the Offering and			Notes Owned After		Prior to Conversion		Conversion of the		After the
Selling Securityholder	Offered for Sale(1)		Offered for Sale			the Offering(2)		Before the Offering		Notes(1)(3)		Offering(4)
Allstate Insurance Company		3,750,000		2.14	%		—		13,200		—		13,200
BNP Paribas Equity Strategies, SNC(5)		4,900,000		2.80	%		—		—		—		—
CALAMOS® Growth & Income Fund – CALAMOS® Investment Trust(6)		20,000,000		11.43	%		—		—		—		—
CALAMOS® Growth & Income Portfolio – CALAMOS® Advisors Trust(6)		200,000		*			—		—		—		—
CNH CA Master Account, L.P.(7)		2,000,000		1.14	%		—		—		—		—
CooperNeff Convertible Strategies (Cayman) Master Fund, LP(5)		2,630,000		1.50	%		—		—		—		—
Credit Suisse First Boston LLC(8)(9)		2,209,000		1.26	%		—		—		—		—
Family Service Life Insurance Co.(10)		100,000		*			—		—		—		—
Fore Convertible Master Fund, Ltd. (11)		7,000,000		4.00	%		—		—		—		—
Fore ERISA Fund, Ltd.(11)		3,000,000		1.71	%		—		—		—		—
FrontPoint Convertible Arbitrage Fund, L.P.(12)		6,750,000		3.86	%		—		—		—		—
Grace Brothers, Ltd.(13)		1,000,000		*			—		—		—		—
Grace Convertible Arbitrage Fund, Ltd.(13)		7,000,000		4.00	%		—		—		—		—
Guardian Life Insurance Co.(10)		6,000,000		3.43	%		—		—		—		—
Guardian Pension Trust(10)		400,000		*			—		—		—		—
Guggenheim Portfolio Company VIII (Cayman), Ltd.(14)		2,000,000		1.14	%		—		—		—		—
HighBridge International LLC(15)		11,500,000		6.57	%		—		—		—		—


										Number of Shares of
	Principal Amount of		Percentage of Notes					Number of Shares of		Common Stock		Number of Shares of
	Notes Owned Before		Outstanding Before			Principal Amount of		Common Stock Owned		Offered Upon		Common Stock Owned
	the Offering and		the Offering and			Notes Owned After		Prior to Conversion		Conversion of the		After the
Selling Securityholder	Offered for Sale(1)		Offered for Sale			the Offering(2)		Before the Offering		Notes(1)(3)		Offering(4)
KBC Convertible Arbitrage Fund(16)		4,860,000		2.78	%		—		—		—		—
KBC Convertible Mac28 Fund Ltd.(16)		1,140,000		*			—		—		—		—
KBC Convertible Opportunities Fund Ltd.(16)		13,140,000		7.51	%		—		—		—		—
KBC Multi Strategy – Arbitrage Fund(16)		15,580,000		8.90	%		—		—		—		—
Lighthouse Multi-Strategy Master Fund LP (17)		100,000		*			—		—		—		—
Lyxor/Convertible Arbitrage Fund Limited (5)		650,000		*			—		—		—		—
Lyxor/Quest (17)		650,000		*			—		—		—		—
Man Convertible Bond Master Fund, Ltd. (18)		5,000,000		2.86	%		—		—		—		—
Man Mac I Limited (19)		3,000,000		1.71	%		—		—		—		—
McMahan Securities Co. L.P. (20)		78,000		*
Melody IAM Fund Ltd.(16)		780,000		*			—		—		—		—
Nomura Securities International, Inc.		5,000,000		2.86	%		—		304		—		304
Polaris Vega Fund L.P. (21)		5,000,000		2.86	%		—		—		—		—
Quest Global Convertible Fund Ltd. (17)		250,000		*			—		—		—		—
Singlehedge US Convertible Arbitrage Fund(5)		970,000		*			—		—		—		—
Sturgeon Limited(5)		850,000		*			—		—		—		—
Sunrise Partners Limited Partnership(22)		3,900,000		2.23	%		—		—		—		—
All other holders of notes or future permitted pledgees, donees, assignees, transferees or successors of such holders		35,613,000		20.35	%		—		—		—		—

Total		175,000,000		100.0	%		—		—		—		—

*		Less than one percent.

(1)		Our registration of these securities does not necessarily mean that the selling securityholders will sell any or all of such securities.

(2)		Assumes all of the notes are sold in this offering.

(3)		The 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 common stock. Upon conversion, we will deliver cash up to the aggregate principal amount of 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 of notes to be converted. Therefore, holders of the notes may not receive any shares of our common stock upon conversion, and they only may receive shares of common stock to the extent that the conversion obligation exceeds the principal amount of the notes converted. See “Description of the Notes.”

(4)		Assumes all shares of common stock issuable upon conversion of the notes are sold in this offering.

(5)		Christian Menestrier, CEO of CooperNeff Advisors, Inc., may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(6)		Nick Calamos may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(7)		CNH Partners, LLC is the investment adviser of this selling securityholder and has sole voting and dispositive power over the notes. The investment principals for the investment adviser are Robert Krail, Mark Mitchell and Todd Pulvino. Robert Krail, Mark Mitchell and Todd Pulvino may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(8)		Credit Suisse First Boston LLC acted as an initial purchaser in connection with the original issuance of the notes offered hereby and the issuance of our senior notes. Credit Suisse First Boston LLC also acted as an underwriter in connection with our April 2004 public equity offering of our common stock and dealer manager and solicitation agent in connection with our tender offer and consent solicitation for our 11.75% senior secured first mortgage notes due 2008. An affiliate of Credit Suisse First Boston LLC is a lender under our revolving credit facility. An affiliate of Credit Suisse First Boston LLC is also a lender under Nordural’s new senior term loan facility. Credit Suisse First Boston LLC and/or its affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking and investment banking services for us in the ordinary course of business, for which they received or will receive customary fees.

(9)		Jeffrey Andreski may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(10)		John Murphy, Managing Director, Guardian Life Insurance Co. of America, may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(11)		David Egglishaw may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(12)		FrontPoint Convertible Arbitrage Fund GP, LLC is the general partner of FrontPoint Convertible Arbitrage Fund, L.P. FrontPoint Partners LLC is the managing member of FrontPoint Convertible Arbitrage Fund GP, LLC and, as such, has voting and dispositive power over the securities held by this selling securityholder. Phillip Duff, W. Gillespie Caffray and Paul Ghaffari are members of the board of managers of FrontPoint Partners LLC and are the sole members of its management committee. Phillip Duff, W. Gillespie Caffray and Paul Ghaffari may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(13)		Bradford Whitmore and Michael Brailov may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(14)		Loren Katzovitz, Patrick Hughes and Kevin Felix may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(15)		Glenn Dubin and Henry Swiect, principals of HighBridge Capital Management, which is trading advisor to this selling securityholder, may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(16)		Andrew Preston may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(17)		Frank Campana and Jim Doolin may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(18)		John Null and J.T. Hansen, principals of Marin Capital Partners, LP, which is investment advisor to this selling securityholder, may be deemed to share beneficial ownership of the notes held by this selling securityholder because they have voting or investment control over such notes.

(19)		Man-Diversified Fund II Ltd. has been identified as the controlling entity of Man Mac I Limited. The manager shares of Man-Diversified Fund II Ltd. are owned 75% by Albany Management Company Limited and 25% by Man Holdings Limited. The registered shareholder of Albany Management Company Limited is Argonaut Limited, a Bermuda company which is controlled by Michael Collins, a resident of Bermuda. Man Holdings Limited is a subsidiary of Man Group plc, which is a public company listed on the London Stock Exchange.

(20)		D. Bruce McMahan, Jay T. Glassman, Joseph C. Dwyer, Normal L. Ziegler, Scott Dillinger, Ronald P. Fertig and Patricia Ransom, members of the executive committee of Man Mac I Limited, may be deemed to share beneficial ownership of the notes held by this selling securityholder because the executive committee has voting or investment control over such notes.

(21)		Gregory R. Levinson may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

(22)		S. Donald Sussman may be deemed to share beneficial ownership of the notes held by this selling securityholder because he has voting or investment control over such notes.

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 senior 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.

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.

Senior Notes

In connection with the 2004 refinancing, we sold $250.0 million of our 7.5% Senior Notes due August 15, 2014 in a private offering exempt from the registration requirements of the Securities Act. The offering closed on August 26, 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. In addition to funding the purchase of the first mortgage notes tendered pursuant to the tender offer and related premiums, fees and expenses, we expect to use any remaining net proceeds from the sale of our senior notes and from the sale of our convertible notes for general corporate purposes, including to fund a portion of the costs related to the ongoing expansion of the Nordural facility and to redeem or repurchase any untendered first mortgage notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – The 2004 Refinancing.”

Ranking; Guarantee. The senior 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 convertible notes offered under this prospectus. Our obligations under the senior notes are guaranteed by our substantial existing and future domestic restricted subsidiaries.

Redemptions. On or after August 15, 2009, we may redeem any of the senior notes, in whole or in part, at an initial redemption price equal to 103.75% of the principal amount, plus accrued and unpaid interest. The redemption price will decline each year after 2009 and will be 100% of the principal amount, plus accrued and unpaid interest, beginning on August 15, 2012.

Change of Control Offer. Upon a change of control, we are required to make an offer to purchase the senior notes at a purchase price equal to 101% of the outstanding principal amount plus accrued interest to the date of purchase.

Covenants. The indenture governing the senior notes contains certain covenants that, among other things, restrict our ability and the ability of certain of our subsidiaries to (i) incur additional indebtedness, (ii) create liens, (iii) pay dividends or make distributions in respect of capital stock, (iv) purchase or redeem capital stock, (v) make investments or certain other restricted payments, (vi) sell assets, (vii) issue or sell stock of certain subsidiaries, (viii) enter into transactions with shareholders or affiliates, or (ix) effect a consolidation or merger. These limitations are subject to a number of important qualifications and exceptions. Certain of the covenants would cease to apply from and after the date that the senior notes are rated investment grade.

Events of Default. The indenture governing the senior notes contains customary events of default, including, without limitation, (i) defaults in the payment of principal or interest, (ii) failure to make an offer to purchase the senior notes upon a change of control, (iii) defaults in the compliance with the covenants contained in the indenture, (iv) cross defaults on debt in excess of $10.0 million, (v) failure to pay more than $10.0 million of judgments that have not been stayed by appeal or otherwise, or (vi) our bankruptcy or other insolvency events.

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 replaced its existing $185 million term loan facility with a new syndicated term loan facility, which is described below. 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 related to a new $365.0 million senior term loan facility arranged by Landsbanki Íslands hf. and Kaupthing Bank hf. Nordural used a portion of the new term loan facility to refinance outstanding debt under its prior $185 million term loan facility. In addition to the refinancing, amounts borrowed under the new term loan facility will be used to finance a portion of the costs associated with the ongoing expansion of the Nordural facility and for Nordural’s general corporate purposes. Borrowings are 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 is 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 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 smelter 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, on February 10, 2005. At closing, Nordural paid a 1% flat fee on the total facility amount, less $100,000 previously paid by Nordural. Customary annual fees are payable to the facility agent and the security trustee, respectively. Finally, Nordural is 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.

DESCRIPTION OF THE NOTES

The notes were issued under an indenture dated August 9, 2004, between Century Aluminum Company, as issuer, and Wilmington Trust Company, as trustee. Pursuant to a supplemental indenture dated October 26, 2004, the guarantors guaranteed Century’s obligations under the indenture. The notes and any common stock issued upon conversion of the notes are covered by a registration rights agreement. The indenture, the supplemental indenture and the registration rights agreement have been filed or incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.

The following description is a summary of the material terms of the notes, the indenture, the supplemental indenture and the registration rights agreement. The statements under this section relating to the notes, the indenture, the supplemental indenture and the registration rights agreement are subject to and qualified in its entirety by reference to all the provisions of the notes, the indenture, the supplemental indenture and the registration rights agreement, and do not purport to be complete. Such summaries make use of certain terms defined in the indenture and the registration rights agreement. The terms of the notes also include those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended. We urge you to read the indenture, the supplemental indenture and the registration rights agreement because these documents, and not this description, defines your rights as a holder of the notes.

For purposes of this section only, references to “we”, “us”, “our” and “Century” refer solely to Century Aluminum Company and not to its subsidiaries.

General

Although we issued $175.0 million aggregate principal amount, we may, without consent of the holders, increase such principal amount in the future on the same terms and conditions as the notes being offered under this prospectus. The notes were issued in denominations of $1,000 and multiples of $1,000. The notes will mature on August 1, 2024, unless earlier converted, redeemed or repurchased.

The indenture does not contain any restrictions on the payment of dividends or the repurchase of our securities or any financial covenants. The indenture contains no covenants or other provisions to afford protection to holders of notes in the event of a highly leveraged transaction or a change in control of Century except to the extent described under “— Repurchase at the Option of a Holder Upon a Fundamental Change.”

The notes bear interest at the annual rate of 1.75% from August 9, 2004, which rate may be increased as described in “— Registration Rights” below. Interest is payable on February 1 and August 1 of each year, beginning February 1, 2005, subject to limited exceptions if the notes are converted prior to an interest payment date. The record dates for the payment of interest are January 15 and July 15. We may, at our option, pay interest on the notes by check mailed to the holders. However, a holder with an aggregate principal amount in excess of $2.0 million will be paid by wire transfer in immediately available funds upon its election if the holder has provided us with wire transfer instructions at least 10 business days prior to the payment date. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. We are not required to make any payment on the notes due on any day that is not a business day until the next succeeding business day. The payment made on the next succeeding business day is treated as though it were paid on the original due date and no interest accrues on the payment for the additional period of time.

We will maintain an office in the City of New York where we will pay the principal of, and interest on, the notes, and the make whole premium, if any, and where you may present the notes for registration, transfer, exchange or conversion. This office will initially be an office or agency of the trustee. Except under limited circumstances described below, the notes will be issued only in fully-registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. We and/or the trustee may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.

Guarantees

The obligations of Century pursuant to the notes, including the make whole premium payable, if any, are unconditionally guaranteed, jointly and severally on a senior basis, by each of Century Aluminum Company’s

domestic restricted subsidiaries, in each case, if and for so long as such subsidiary continues to guarantee our senior notes; however, the notes will not be guaranteed by Century Aluminum of Kentucky, LLC (which we refer to as CAK), which holds the power and alumina contracts for Century’s Hawesville facility and will not be guaranteed by certain holding companies owned by foreign restricted subsidiaries. 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 presently outstanding. At the time that Glencore is no longer providing these letters of credit, CAK will be required to be a guarantor if and for so long as CAK guarantees our senior notes. If Century or any of our restricted subsidiaries acquires or creates a domestic restricted subsidiary in the future which guarantees our senior notes, the new domestic restricted subsidiary must provide a guaranty of the notes. Each note guaranty is limited to the maximum amount that may be guaranteed without rendering 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 Notes – Subsidiary guarantees could be deemed to be fraudulent conveyances.”

The note guaranty of a guarantor will terminate and be automatically released upon the release or discharge of the guarantee of the senior notes of such guarantor.

Ranking

The indebtedness evidenced by these notes and the note guarantees rank equally in right of payment with all other senior obligations of Century and the guarantors (including our senior notes), as the case may be, except that the notes and the note guarantees are effectively junior to any of our existing and future secured obligations, including borrowings under our revolving credit facility and any remaining outstanding first mortgage notes, to the extent of the value of the assets securing such obligations. As of September 30, 2004, Century and the guarantors had $17.7 million of senior secured indebtedness outstanding and $76.8 million of availability under our secured revolving credit agreement.

None of Century’s foreign subsidiaries are 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 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 are 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 our indebtedness and intercompany indebtedness.

The indenture does not limit the amount of additional indebtedness, including any secured indebtedness, that we may create, incur, assume or guarantee, nor does the indenture limit the amount of indebtedness and other liabilities that any of our subsidiaries may create, incur, assume or guarantee.

Conversion Rights

You may convert any portion of your notes, at any time, in whole or in part, prior to the close of business on the business day immediately preceding the maturity date of the notes, subject to prior redemption, purchase or repurchase of the notes. Upon conversion, subject, if we so elect, to the right of the Exchange Institution (as defined below) to exchange the notes in lieu of conversion by us as described under “— Exchange in Lieu of Conversion,” we will deliver cash up to the aggregate principal amount of 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 of notes to be converted. You may convert all or any portion of the principal amount of any note that is a multiple of $1,000 at an initial conversion rate of 32.7430 shares of common stock per $1,000 principal amount of notes. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per share of common stock, and is subject to adjustment as described below.

If any notes are converted during the period after any record date but prior to the next interest payment date, interest on those notes will be paid on the next interest payment date, notwithstanding such conversion, to the holder of record on the record date of those notes. However, any notes that are delivered to us for conversion after any

record date but prior to the next interest payment date must, except as described in the next sentence, be accompanied by a payment equal to the interest payable on such interest payment date on the principal amount of notes being converted. We will not require the payment to us described in the preceding sentence (1) if we have specified a redemption date that is after a record date and on or prior to the next interest payment date, (2) if we have specified a purchase date following a Fundamental Change (as defined below) that is after a record date and on or prior to the next interest payment date or (3) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such note. If any notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those notes.

If you convert your notes at any time beginning 10 days before the scheduled Effective Date of a Fundamental Change (or, in the case of a Fundamental Change described in clause (3) or clause (4) of the definition of Change of Control, at any time beginning on the Effective Date of such Fundamental Change) and ending at the close of business on the business day immediately preceding the related Fundamental Change repurchase date, you will receive:

	•	the make whole premium, if any, which will be in an amount determined as set forth under “— Determination of the Make Whole Premium” and which will be payable in shares of our common stock (or in the same form of consideration into which our common stock has been converted in connection with such Fundamental Change) on the repurchase date for the notes after the Fundamental Change described under “— Repurchase at the Option of a Holder Upon a Fundamental Change”; plus

	•	(1) if the notes are surrendered for conversion after the record date for receiving distributions in connection with any Fundamental Change described in clause (1) or (5) of the definition of Change of Control (or if earlier, or if there is no record date, the effective time of the Fundamental Change), cash, and with respect to the portion of the Conversion Obligation (as defined below) in excess of the principal amount of notes being converted (if any), cash, the kind of securities and other assets or property received by holders of our common stock in such Fundamental Change, or a combination thereof, at the election of the obligor under the indenture in the same manner as described under “— Payment Upon Conversion”; or

		(2) in all other events, cash, or a combination of cash and common stock, as described under “— Payment Upon Conversion”; plus

	•	accrued but unpaid interest, if any, to but excluding the conversion date, which interest will be payable in cash.

Solely for purposes of calculating the Conversion Obligation under clause (1) in the second bullet above, “the average Sale Price of our common stock” (as such phrase is used in the definition of Conversion Obligation) shall be deemed to be “the average Sale Price of the per share consideration received by the holders of our common stock in connection with the relevant Fundamental Change.”

For purposes of settlement in connection with any Fundamental Change described in clause (1) above, (x) “a number of shares of our common stock” (as such phrase is used in the second bullet in the seventh paragraph under “— Payment Upon Conversion”) shall be deemed to be “an amount of the kind of consideration received by the holders of our common stock in connection with the relevant Fundamental Change” and (y) “the Sale Price of our common stock for such Trading Day” (as such phrase is used in the second bullet in the seventh paragraph under “— Payment Upon Conversion”) shall be deemed to be “the Sale Price of the per share consideration received by the holders of our common stock in connection with the relevant Fundamental Change.”

In addition, for purposes of valuing any non-cash consideration received by holders of our common stock in any Fundamental Change described in clause (1) or (5) of the definition of Change of Control, to the extent the price of any component of such non-cash consideration is not listed on a United States national or regional securities exchange or reported on Nasdaq, the value of such non-cash consideration will be determined by two nationally recognized investment banks selected by the trustee.

If you convert your notes at any time beginning 10 days before the scheduled Effective Date of any Fundamental Change described in clause (1) or (5) of the definition of Change of Control and ending at the close of business on the business day immediately preceding the related Fundamental Change repurchase date, to the extent that the resulting Cash Settlement Averaging Period includes Trading Days that occur both prior to and on or after the effective time of such Fundamental Change, for each such Trading Day occurring prior to the effective time of such Fundamental Change, the Conversion Obligation on such Trading Day will be determined by reference to the

definition of Conversion Obligation as set forth below, and for each such Trading Day on or after the effective time of such Fundamental Change, “the average Sale Price of our common stock” (as such phrase is used in the definition of Conversion Obligation) on such Trading Day shall be deemed to be “the average Sale Price of the per share consideration received by the holders of our common stock in connection with the relevant Fundamental Change.”

To the extent practicable, except in the event of a Fundamental Change described in clause (3) or clause (4) of the definition of Change of Control, we shall give notice to holders of the scheduled Effective Date for such Fundamental Change not more than 30 business days nor less than 10 business days prior to such scheduled Effective Date.

Your right to convert a note called for redemption at our option will terminate at the close of business on the business day prior to such redemption date, unless we default in making payment due upon redemption. If you have submitted your notes for repurchase upon a Fundamental Change, you may convert your notes only if you withdraw your repurchase notice prior to the repurchase date, as described below under “— Repurchase at the Option of a Holder Upon a Fundamental Change.” If your notes are submitted for repurchase on August 1, 2011, August 1, 2014 or August 1, 2019, or following a Fundamental Change, your right to withdraw your repurchase notice and convert the notes that are subject to repurchase will terminate at 5:00 p.m. New York City time on the business day before August 1, 2011, August 1, 2014 or August 1, 2019, or the repurchase date corresponding to such Fundamental Change, as the case may be.

Conversion Procedures

The right to convert any note may be exercised:

	•	if such note is represented by a global security, by book-entry transfer to the conversion agent (which initially shall be the trustee) through the facilities of DTC, or

	•	if such note is represented by a certificated note, by delivery of such note at the specified office of the conversion agent,

accompanied, in either case, by a duly signed and completed notice of conversion, and appropriate endorsements and transfer documents if required by the conversion agent. We will not issue fractional shares of common stock upon conversion of the notes. In lieu of fractional shares, we will pay a cash adjustment based upon the Sale Price (as defined below) of the common stock on the last Trading Day (as defined below) prior to the date of conversion.

The conversion date shall be the date on which the note and all of the items required for conversion are delivered to the conversion agent and the requirements for conversion have been met. You will be required to pay any taxes or duties payable in respect of the issue or delivery of the common stock issued upon conversion of your notes, if any, if such common stock is to be issued in a name other than that of the noteholder.

Payment Upon Conversion

Conversion on or Prior to the Final Notice Date. If we receive your notice of conversion on or prior to the day that is 20 days prior to stated maturity or, with respect to notes being redeemed, the applicable redemption date (the “Final Notice Date”), the following procedures will apply.

In all events, we will pay in cash the lesser of (i) the Conversion Obligation (as defined below) and (ii) the principal amount of notes being converted. With respect to the remaining portion, if any, of the Conversion Obligation in excess of the principal amount of notes being converted, we may elect to satisfy such obligation in cash, common stock or a combination thereof. We will notify you through the trustee of the amount (the “Cash Amount”) of the Conversion Obligation that we will satisfy in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount of not less than $1,000 per $1,000 principal amount of notes) at any time on or before the date that is two business days following receipt of your notice of conversion (the “Cash Settlement Notice Period”). If, at the end of the Cash Settlement Averaging Period, the Conversion Obligation is less than the Cash Amount, we will deliver cash only to the extent of the Conversion Obligation, as set forth below. If we timely elect to satisfy 100% of the Conversion Obligation in cash or to pay a Cash Amount in excess of $1,000 per principal amount of notes to be converted, you may retract the conversion notice at any time during the two business day period immediately following the Cash Settlement Notice Period (the “Conversion Retraction Period”). If no such election is made by us, no such retraction may be made (and a conversion notice shall be irrevocable).

Except as set forth under “— Exchange in Lieu of Conversion,” “Cash Settlement Averaging Period” means the 10 Trading Day period beginning on the first Trading Day after the end of the Conversion Retraction Period or, if we do not elect to satisfy 100% of the Conversion Obligation in cash, and we do not elect to pay a Cash Amount in excess of $1,000, the 10 Trading Day period beginning on the first Trading Day after the end of the Cash Settlement Notice Period.

“Conversion Obligation” means, for each $1,000 principal amount of notes, the product of the then current conversion rate and the average Sale Price of our common stock for the Cash Settlement Averaging Period.

“Sale Price” of a security on any date means the closing per security sale price (or if no such sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported in composite transactions for the principal United States securities exchange on which such security is traded or, if such security is not listed on a United States national or regional securities exchange, as reported by Nasdaq. However if Nasdaq is no longer reporting such information, or if such security is not reported on Nasdaq, as available in any other over-the-counter market or, if not available in any over-the-counter market, the Sale Price will be determined in good faith by our board of directors.

“Trading Day” means a day during which trading in securities generally occurs on the New York Stock Exchange or, if our common stock (or relevant securities of a successor obligor) is not listed on the New York Stock Exchange, on the principal other national or regional securities exchange on which our common stock (or relevant securities of a successor obligor) is then listed or, if our common stock (or relevant securities of a successor obligor) is not listed on a national or regional securities exchange, on Nasdaq or, if our common stock (or relevant securities of a successor obligor) is not quoted on Nasdaq, on the principal other market on which our common stock (or relevant securities of a successor obligor) is then traded.

Settlement amounts will be computed as follows:

	•	If we elect to satisfy our entire obligation in cash, we will deliver to you, for each $1,000 principal amount of notes, cash in an amount equal to the Conversion Obligation.

	•	If we elect to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, we will deliver to you, for each $1,000 principal amount of notes (a) cash equal to the lesser of (i) the Cash Amount and (ii) the Conversion Obligation, plus, to the extent that the Conversion Obligation exceeds the Cash Amount, (b) a number of shares of our common stock equal to the sum of, for each Trading Day in the Cash Settlement Averaging Period, (x) 10% of the difference between the Conversion Obligation and the Cash Amount, divided by (y) the Sale Price of our common stock for such Trading Day.

Conversion after the Final Notice Date. If we receive your notice of conversion after the Final Notice Date, we will not send individual notices of our election to satisfy all or any portion of the Conversion Obligation in cash. Instead, if we choose to satisfy all or any portion of the Conversion Obligation in excess of $1,000 per $1,000 principal amount of notes in cash after the Final Notice Date, we will send, on or prior to the Final Notice Date, a single notice to the trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount but may not be less than the lesser of (a) $1,000 and (b) the Conversion Obligation). Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth above under “— Payment Upon Conversion — Conversion on or Prior to the Final Notice Date” except that the “Cash Settlement Averaging Period” shall be the 10 Trading Day period ending on the Trading Day immediately preceding the maturity date or the applicable redemption date, as the case may be.

We will pay cash for all fractional shares of common stock. The cash payment for fractional shares will be based on the Sale Price of our common stock on the last Trading Day of the Cash Settlement Averaging Period. Settlement (in cash and shares of common stock, if any) will occur on the second business day immediately following the end of the Cash Settlement Averaging Period.

Exchange in Lieu of Conversion

We will designate a financial institution (the “Exchange Institution”) to which we may elect to have notes surrendered for conversion initially offered for exchange in lieu of our converting the notes.

When a holder surrenders notes for conversion, by the close of business on the last business day of the Cash Settlement Notice Period (the “Election Date”), (1) we will elect to have such notes offered to the Exchange

Institution for exchange in lieu of our converting the notes or (2) if we do not elect to have such notes offered to the Exchange Institution, we will notify you through the trustee of the Cash Amount as described under “— Payment Upon Conversion.” If we do not elect to have such notes offered to the Exchange Institution and instead notify you through the trustee of the Cash Amount, our Conversion Obligation shall be settled by us in the manner as described under “— Payment Upon Conversion.” Otherwise, by 9:00 a.m. New York City time on the business day immediately following the Election Date, such notes will be offered to the Exchange Institution for exchange in lieu of our converting the notes. Thereafter, the Exchange Institution will have until the close of business on the second business day immediately following the Election Date (the “Determination Date”) to accept or reject such notes.

Exchange Institution Accepts Notes. In order to accept notes surrendered for conversion, the Exchange Institution must, on the Determination Date, agree to exchange for such notes cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted. If the Exchange Institution agrees to accept any such notes, it will deliver the requisite cash and shares of our common stock, if any, to the conversion agent as soon as practicable but in no event later than the business day immediately following the end of the Cash Settlement Averaging Period, the amount of such common stock to be determined in the same manner as described under “— Payment Upon Conversion”; provided that the Trading Day immediately following the Determination Date will be the first Trading Day of the Cash Settlement Averaging Period. Any notes accepted for exchange by the Exchange Institution will remain outstanding.

Exchange Institution Rejects Notes. The Exchange Institution is not required to accept for exchange any notes. If the Exchange Institution does not accept any notes, in whole or in part, for exchange on the Election Date, we will deliver to the converting holder cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted as described above under “— Payment Upon Conversion”; provided that the Trading Day immediately following the Determination Date will be the first Trading Day of the Cash Settlement Averaging Period.

Exchange Institution Fails To Deliver. If the Exchange Institution accepts any notes for exchange but does not deliver the requisite cash and shares of common stock, if any, to the conversion agent on or prior to the business day immediately following the end of Cash Settlement Averaging Period, we will deliver to the converting holder the cash payment and the number of shares of our common stock that would have been delivered to such holder if the Exchange Institution had satisfied its obligations to deliver cash up to the aggregate principal amount of notes to be converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the principal amount of notes to be converted as described above under “— Exchange Institution Accepts Notes.”

On or after the record date for receiving distributions in connection with any Fundamental Change described in clause (1) or (5) of the definition of Change of Control (or if earlier, or if there is no record date, the effective time of the Fundamental Change), all references to “our common stock” in this section, “— Exchange in Lieu of Conversion,” shall be deemed to be references to “the kind of securities and other assets or property received by holders of our common stock in such Fundamental Change,” and all references to “we” or “us” in this section, “— Exchange in Lieu of Conversion,” shall be deemed to be references to the entity that has become the successor obligor under the indenture upon the occurrence of such Fundamental Change.

For a discussion of the tax treatment of a holder receiving cash and shares of common stock upon the exchange of notes in lieu of conversion, see “U.S. Federal Tax Considerations — Tax Consequences to United States Holders — Exchange in Lieu of Conversion.”

We anticipate that we will initially designate Credit Suisse First Boston LLC as the institution to which offers described above will be made, although we may change this designation at any time. We will not pay any consideration to or otherwise enter into any arrangement with the Exchange Institution for or with respect to such designation.

Adjustment of Conversion Rate and Other Adjustments

We will adjust the conversion rate if any of the following events occurs:

(1) we issue common stock as a dividend or distribution on our common stock,

(2)   we distribute rights or warrants to all holders of our common stock entitling them to subscribe for or purchase common stock at less than the Current Market Price on the record date for such issuance (for a period commencing no earlier than the record date and expiring not more than 60 days after such record date),

(3)   we subdivide, split or combine our common stock,

(4)   we distribute shares of capital stock, evidences of indebtedness, property or other assets (excluding dividends or distributions exclusively in cash and dividends or distributions described in clause (1) or (2) above) to all holders of our common stock;

if we distribute capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average Sale Prices of those securities for the 10 Trading Days commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences for such distribution on the NASDAQ National Market or such other national or regional exchange or market on which our common stock is then listed or quoted;

(5) we pay a dividend or other distribution consisting exclusively of cash to all holders of our common stock, in which case the conversion rate shall be increased so that it equals the rate determined by multiplying the conversion rate in effect on the record date with respect to the cash distribution by a fraction,

(a) the numerator of which shall be the Current Market Price of a share of our common stock, and

(b) the denominator of which shall be the Current Market Price of a share of our common stock less the amount per share of the dividend or distribution;

“Current Market Price” shall mean the average of the Sale Prices of our common stock for the three consecutive Trading Days ending on the earlier of the date of determination and the day before the “ex” date with respect to the dividend or distribution requiring such computation. For purpose of this paragraph, the term “ex” date, when used with respect to any dividend or distribution, means the first date on which the common stock trades, regular way, on the relevant exchange or in the relevant market from which the Sale Price was obtained without the right to receive such dividend or distribution, or

(6) we pay to holders of our common stock in respect of a tender or exchange offer by us or any of our subsidiaries for our common stock a price per share in excess of the Current Market Price for one share of our common stock on the last date tenders or exchanges may be made pursuant to such tender or exchange offer.

To the extent that we have a rights plan in effect at the time of conversion of notes, and to the extent that we issue any stock upon such conversion, we will be required under the indenture to provide that the holders of the notes will receive the rights upon conversion of the notes, whether or not these rights were separated from the common stock prior to the date of such conversion, subject to certain limited exceptions. In addition, rights or warrants not issued pursuant to a rights plan that are distributed by us to all holders of common stock entitling the holders thereof to subscribe for or purchase shares of our capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events are deemed to be transferred with such shares of common stock, are not exercisable, and are also issued in respect of future issuances of common stock, shall be deemed not to have been distributed, and no adjustment to the conversion rate shall be made until the occurrence of the earliest trigger event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment to the conversion rate shall be made.

If:

•   we reclassify our common stock,

•   we consolidate or merge with another entity, or

•   we sell, lease, convey or otherwise dispose to another person all or substantially all of our assets,

and holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, except as described above under “— Conversion Rights” in the case of a conversion in connection with a Fundamental Change, you will be entitled to convert your notes into cash, and with

respect to the portion of the Conversion Obligation in excess (if any) of the principal amount of notes being converted, cash, the kind of securities and other assets or property received by holders of our common stock in such transaction or event, or a combination thereof, at the election of Century or the obligor under the indenture (if not Century), as the case may be, in the same manner as described above under “— Conversion Rights” in the case of a conversion in connection with a Fundamental Change. If we engage in any such reclassification, consolidation, merger, or sale, lease, conveyance or other disposition of assets, the conversion rate would not be adjusted.

We may, from time to time, voluntarily increase the conversion rate for a period of at least 20 days, subject to the shareholder approval requirements under the Nasdaq marketplace rules. We will give at least 15 days’ prior notice of any increase in the conversion rate. We may also increase the conversion rate to avoid or diminish income tax to holders of our common stock in connection with a dividend or distribution of stock or similar event. No payment or adjustment will be made for dividends or distributions on any common stock issued upon conversion of any note.

No adjustment in the conversion rate will be required unless it would result in a change in the conversion rate of at least 0.5%. Any adjustment not made will be taken into account in subsequent adjustments.

In some circumstances, you may be deemed to have received a distribution or dividend subject to United States federal income tax as a result of an adjustment or the non-occurrence of an adjustment to the conversion rate.

Determination of the Make Whole Premium

If a Fundamental Change occurs prior to August 6, 2009, we will pay a make whole premium upon the repurchase of the notes as described below under “— Repurchase at the Option of a Holder Upon a Fundamental Change” and upon the conversion of the notes as described above under “— Conversion Rights” in the case of a Fundamental Change. No make whole premium will be paid if the Stock Price (as defined below) is less than $24.83 per share. The make whole premium shall be equal to a percentage of the principal amount of the notes. The make whole premium will be in addition to, and not in substitution for, any cash, securities, or other assets otherwise due to holders of notes upon conversion, repurchase or redemption as described herein. The make whole premium will be determined by reference to the table below and is based on the date on which the Fundamental Change becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of our common stock in the transaction constituting the Fundamental Change (such Stock Price subject to adjustment as described below). If holders of our common stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share. In all other cases, the Stock Price shall be the average Sale Price of our common stock for the 10 Trading Days immediately prior to but not including the Effective Date.

We will pay the make whole premium solely in shares of our common stock or in the same form of consideration into which all or substantially all of the shares of our common stock have been converted or exchanged in connection with the Fundamental Change (in each case, other than cash paid in lieu of fractional shares). The make whole premium will be payable on the repurchase date for the notes after the Fundamental Change, both for notes tendered for repurchase and for notes converted in connection with the Fundamental Change. If holders of our common stock receive or have the right to receive more than one form of consideration in connection with such Fundamental Change, then for purposes of the foregoing, the forms of consideration in which the make whole premium will be paid will be in proportion to the different forms of consideration paid to our common stockholders in connection with such Fundamental Change.

The value of our shares or other consideration for purposes of determining the number of shares or other consideration to be issued in respect of the make whole premium will be calculated as follows:

• In the case of a Fundamental Change in which all or substantially all of the shares of our common stock have been, as of the Effective Date, converted into or exchanged for the right to receive securities or other assets or property, then the consideration shall be valued as follows:

(a) securities that are traded on a United States national securities exchange or approved for quotation on the NASDAQ National Market or any similar system of automated dissemination of quotations of securities prices will be valued at 98% of the average Sale Price for the 10 Trading Days immediately prior to but excluding the repurchase date,

(b) other securities, assets or property (other than cash) that holders will have the right to receive will be valued based on 98% of the average of the fair market value of such securities, assets or property (other than cash) as determined by two independent nationally recognized investment banks selected by the trustee, and

• In all other cases, the value of our shares will equal 98% of the average of the Sale Price of our common stock for the 10 Trading Days immediately prior to but excluding the repurchase date.

Notwithstanding the foregoing, in no event shall the value of our common stock be less than 50% of the Stock Price used to determine the amount of the make whole premium.

The Stock Prices set forth in the first column of the table will be adjusted as of any date on which the conversion rate of the notes is adjusted. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the conversion rate as so adjusted.

The following table sets forth make whole premiums (table in percentages):

Make Whole Premium Upon Fundamental Change (% of Face Value)


	Effective Date
	August 9,		August 1,		August 1,		August 1,		August 1,		August 6,
Stock Price	2004		2005		2006		2007		2008		2009
$ 24.83		7.6000		7.1000		6.2000		4.6000		1.6000		0.0000
$ 25.00		8.0000		7.5000		6.6000		5.0000		1.9000		0.0000
$ 30.00		21.4000		20.3000		18.6000		16.1000		11.9000		0.0000
$ 35.00		20.5000		19.1000		17.1000		14.1000		9.2000		0.0000
$ 40.00		18.5000		16.8000		14.6000		11.3000		6.3000		0.0000
$ 45.00		16.8000		15.0000		12.6000		9.2000		4.4000		0.0000
$ 50.00		15.5000		13.6000		11.0000		7.7000		3.2000		0.0000
$ 55.00		14.4000		12.4000		9.8000		6.5000		2.4000		0.0000
$ 60.00		13.5000		11.4000		8.8000		5.6000		1.9000		0.0000
$ 65.00		12.7000		10.6000		8.1000		5.0000		1.5000		0.0000
$ 70.00		12.0000		9.9000		7.5000		4.4000		1.3000		0.0000
$ 75.00		11.5000		9.5000		6.9000		4.0000		1.1000		0.0000
$ 80.00		11.0000		8.9000		6.5000		3.7000		1.1000		0.0000
$ 90.00		10.2000		8.1000		5.8000		3.3000		0.9000		0.0000
$100.00		9.6000		7.6000		5.4000		3.0000		0.9000		0.0000
$110.00		9.2000		7.1000		5.0000		2.8000		0.9000		0.0000
$120.00		8.8000		6.9000		4.8000		2.7000		0.9000		0.0000

The exact Stock Price and Effective Dates may not be set forth on the table, in which case:

•   If the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the make whole premium will be determined by straight-line interpolation between make whole premium amounts set forth for the higher and lower Stock Prices and the two Effective Dates, as applicable, based on a 365-day year.

•   If the Stock Price is in excess of $120.00 per share (such price subject to adjustment in the same manner as the Stock Price), the make whole premium in the row corresponding to $120.00 will be paid.

•   If the Stock Price is less than or equal to $24.83 per share (such price subject to adjustment in the same manner as the Stock Price), no make whole premium will be paid.

No make whole premium will be payable in connection with a Fundamental Change that occurs on or after August 6, 2009.

Our obligation to pay the make whole premium could be considered a penalty, in which case the enforceability thereof would be subject to general equitable principles of reasonableness of economic remedies.

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Optional Redemption of Notes

On or after August 6, 2009, we may redeem some or all of the notes for cash at any time and from time to time, at a price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the redemption date is after a record date but on or prior to the corresponding interest payment date, interest will be paid on such interest payment date to the record holder on the relevant record date, and only the principal amount of the notes will be paid to the redeeming holder. We will give not less than 20 business days’ nor more than 60 business days’ notice of redemption by mail to holders of the notes. Holders may convert notes or portions of notes called for redemption until the close of business on the business day prior to the redemption date. Upon redemption, holders of notes that are redeemed will receive, in exchange for such notes, the redemption price in cash.

No notes may be redeemed by us if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the redemption date.

Partial Redemption

If we redeem less than all of the outstanding notes, the trustee will select the notes to be redeemed on a pro rata basis in principal amounts of $1,000 or integral multiples of $1,000. If a portion of a holder’s notes is selected for partial redemption and the holder converts a portion of the notes, the converted portion shall be deemed to be the portion selected for redemption.

Purchase of Notes at the Option of the Holder

On each of August 1, 2011, August 1, 2014 and August 1, 2019 (and if such day is not a business day, on the following business day), you may require us to purchase all or part of your notes for cash, in integral multiples of $1,000, for which you have properly delivered and not withdrawn a written purchase notice, at a purchase price equal to 100% of the principal amount of the notes being purchased. Interest on notes submitted for purchase on August 1, 2011, August 1, 2014 or August 1, 2019 will be paid on such purchase date to the record holder on the preceding record date. You may submit your notes for purchase to the paying agent designated by us at any time from the opening of business on the date that is 20 business days prior to the purchase date until the close of business on the business day prior to the purchase date.

No notes may be purchased by us at the option of holders on August 1, 2011, August 1, 2014 or August 1, 2019 if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the purchase date.

For a discussion of the tax treatment of a holder receiving cash, see “U.S. Federal Tax Considerations.”

Required Notices and Procedure

On a date not less than 20 business days prior to any date for purchase at the option of the holder, we will give notice to holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating, among other things, the procedures that holders must follow to require us to purchase their notes.

A purchase notice must be received by the paying agent no later than the close of business on the business day prior to the purchase date and must specify the notes for which the purchase right is being exercised.

You may withdraw any purchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the business day prior to the purchase date.

In connection with any purchase offer, including a repurchase at the option of a holder upon a Fundamental Change, as described below, we will:

•   comply in all material respects with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then apply;

•   file a Schedule TO, if required, or any other required schedule under the Exchange Act; and

•   otherwise comply with all federal and state securities laws.

101

Our obligation to pay the purchase price for a note as to which you have delivered and not validly withdrawn a purchase notice is conditioned upon the holder delivering the note, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will cause the purchase price for the note to be paid promptly following the later of the purchase date or the time of delivery of the note.

If the paying agent holds money sufficient to pay the purchase price of the note on the purchase date in accordance with the terms of the indenture, then, immediately after the purchase date, the note will cease to be outstanding. After the note ceases to be outstanding, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the note.

Repurchase at the Option of a Holder Upon a Fundamental Change

If a Fundamental Change occurs, you may require us to repurchase all of your notes, or any portion of your notes that are an integral multiple of $1,000 for cash, on a date designated by us that is not less than 30 days nor more than 60 days after the date of the written notice of the Fundamental Change, at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, if any, to but excluding the repurchase date, payable in cash, plus the make whole premium, if any, payable in stock (or in the same form of consideration into which our common stock has been converted or exchanged in connection with such Fundamental Change), determined as described above under “— Determination of the Make Whole Premium.” If the Fundamental Change repurchase date is after a record date but on or prior to the corresponding interest payment date, interest will be paid on such interest payment date to the record holder on the relevant record date, and only the principal amount of the notes, plus the make whole premium, if any, will be paid to the holder submitting the notes for repurchase on such Fundamental Change repurchase date.

We will mail to the trustee and each holder a written notice of the Fundamental Change within 30 days after the occurrence of a Fundamental Change. This notice will contain certain specified information, including:

•   information about the terms and conditions of the Fundamental Change;

•   information about the holders’ right to convert the notes;

•   information about the holders’ right to require us to repurchase the notes;

•   the Fundamental Change repurchase date (which date must be not less than 30 days nor more than 60 days after the date of the written notice of such Fundamental Change);

•   the procedures required for exercise of the repurchase option upon the Fundamental Change; and

•   the name and address for the paying and conversion agents.

You must deliver written notice of your exercise of this repurchase right to the paying agent at any time prior to the close of business on the business day prior to the Fundamental Change repurchase date. The written notice must specify the notes for which the repurchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the business day prior to the Fundamental Change repurchase date.

“Fundamental Change” means the occurrence of a Change of Control or a Termination of Trading.

“Change of Control” means the occurrence of one or more of the following events:

(1) any sale, lease, conveyance or other disposition (in one transaction or a series of related transactions) of all or substantially all of our assets to any person or group of related persons, other than to any of our wholly owned subsidiaries, as defined in Section 13(d) of the Exchange Act (a “group”) (whether or not otherwise in compliance with the provisions of the indenture);

(2) the approval by the holders of our capital stock of any plan or proposal for our liquidation or dissolution (whether or not otherwise in compliance with the provisions of the indenture);

(3) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), 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 50% of the total voting power of our voting stock (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, so long as (x) such transaction is a consolidation or merger in which such

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holding company assumes Century’s obligations on the notes and under the indenture and (y) thereafter, holders of the notes would be entitled, pursuant to the terms of the indenture described above, to convert their notes into cash, and with respect to the portion of the Conversion Obligation in excess of the principal amount of notes being converted (if any), cash, common stock of such holding company or a combination thereof, at the election of such holding company, in the same manner as described under “— Payment Upon Conversion);

(4) during any period of two consecutive years after the date of the Indenture, individuals who at the beginning of any such period constituted our Board of Directors, together with any new directors whose election by such Board or whose nomination for election by our stockholders 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 our Board of Directors then in office; or

(5) any consolidation by us with, or merger by us with or into, another person or any consolidation by another person with, or merger by another person with or into, us, in any such event other than pursuant to a transaction in which the persons that beneficially owned (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, the shares of our voting stock immediately prior to such transaction, beneficially own, directly or indirectly, immediately after such transaction, shares of voting stock of the continuing or surviving person representing at least a majority of the total voting power of all outstanding classes of voting stock of the continuing or surviving person in substantially the same proportion as such ownership immediately prior to the transaction.

However, a Change of Control will not include any transaction or event in connection with which all or substantially all of our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive consideration consisting of, all or substantially all common stock that is: (i) listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange or (ii) approved, or immediately after the transaction or event will be approved, for quotation on Nasdaq or any similar United States system of automated dissemination of quotations of securities prices.

The definition of a Change of Control includes a phrase relating to the sale, lease, conveyance or other disposition of “all or substantially all” of our assets. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise definition of the phrase under applicable law. Accordingly, the ability of a holder of convertible notes to require us to repurchase such convertible notes as a result of a sale, lease, conveyance or other disposition of less than all of our assets to another person or group may be uncertain.

“Termination of Trading” means that our common stock or other securities into which, subject to the settlement provisions set forth above under “Conversion Rights — Payment Upon Conversion”, the notes are convertible are neither listed for trading on a United States national securities exchange nor approved for listing on Nasdaq or any similar United States system of automated dissemination of quotations of securities prices.

No notes may be repurchased by us at the option of holders upon a Fundamental Change if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the repurchase date for such Fundamental Change.

Your repurchase right upon the occurrence of a Fundamental Change could, in certain circumstances, make more difficult or discourage a potential takeover of Century and, thus, removal of incumbent management. The Fundamental Change repurchase right, however, is not the result of management’s knowledge of any specific effort to accumulate shares of common stock or to obtain control of Century by means of a merger, tender offer, solicitation or otherwise. Instead, the Fundamental Change purchase feature is a standard term contained in other similar convertible debt offerings.

We or our subsidiaries could in the future enter into certain transactions, including highly leveraged recapitalizations, that would not constitute a Fundamental Change and would, therefore, not provide the holders with the protection requiring us to repurchase the notes.

We may be unable to repurchase the notes at your option, whether upon the occurrence of a Fundamental Change or otherwise. We may not have enough funds to pay the redemption price for all tendered notes on a redemption date. Our secured revolving credit facility provides that the occurrence of certain change of control events with respect to Century will constitute a default thereunder and the indenture governing our senior notes requires us to make an offer to repurchase such notes upon certain change of control events. Any future credit

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agreements or other agreements relating to our indebtedness, may contain provisions prohibiting redemption of the notes under certain circumstances, expressly prohibit our redemption of the notes upon a Fundamental Change, provide that a Fundamental Change constitutes a default under that agreement or provide for repurchase or redemption of such indebtedness upon certain change of control or similar events. If a redemption date occurs at a time when we are prohibited from purchasing or redeeming notes, we would be required to seek the consent of our lenders to redeem the notes or attempt to refinance that debt. If we do not obtain consent, we would not be permitted to purchase or redeem the notes. Our failure to redeem tendered notes would constitute an event of default under the indenture, which might constitute a default under the terms of our other indebtedness.

Events of Default and Notice Thereof

The following constitute events of default under the indenture:

(1) a default in the payment of principal on any note when due, whether at maturity, upon redemption, purchase or repurchase, or otherwise,

(2) default in the payment of the make whole premium, if any, when due,

(3) a default in the payment of interest (including additional interest, if any) on any note which continues for 30 days or more after such payment is due,

(4) a default in the performance of any other of our covenants or agreements in the indenture that continues for 60 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of then outstanding notes,

(5) failure by us to make any payment when due, including any applicable grace period, in respect of our indebtedness for borrowed money, which payment is in an amount in excess of $10 million, individually or in the aggregate,

(6) default by us or our subsidiaries with respect to any of our indebtedness for borrowed money, which default results in acceleration of any such indebtedness that is an amount in excess of $10 million, individually or in the aggregate (provided that if such acceleration is rescinded or annulled, then the event of default under the indenture will be cured),

(7) failure by us to deliver cash, shares of our common stock or other property upon conversion of the notes as required under the indenture and such failure continues for a period of 10 days;

(8) failure to provide a notice of a Fundamental Change in accordance with the indenture, and

(9) certain events relating to bankruptcy, insolvency or reorganization.

If an event of default occurs and is continuing, the trustee or the holders of not less than 25% in principal amount of outstanding notes may declare the principal of and accrued and unpaid interest, if any, on all the notes to be immediately due and payable. If the event of default relates to bankruptcy, insolvency or reorganization, the notes shall automatically become due and payable immediately, subject to applicable law. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived.

You may not enforce the indenture or notes except as provided in the indenture. Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of the notes, unless the holders shall have offered the trustee indemnity or security satisfactory to it. Subject to the indemnification provisions and certain limitations contained in the indenture, the holders of a majority in principal amount of the notes at the time outstanding will have the right to 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. Those holders may, in certain cases, waive any default except a default in payment of the make whole premium or of principal of, or interest on, any note, a failure to comply with certain provisions of the indenture relating to conversion of the notes or we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

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We are required to furnish the trustee annually with an officer’s certificate as to our compliance with the conditions and covenants provided for in the indenture and specifying any known defaults.

Discharge

The indenture provides that we may terminate certain of our obligations under the indenture at any time by delivering all outstanding notes to the trustee for cancellation if we have paid all sums payable by us under the indenture. At any time within one year before the maturity of the notes or the redemption date at our option, we may terminate certain of our obligations under the indenture, other than our obligations to pay the make whole premium and the principal of, and interest on, the notes and our obligations in connection with your right to convert your notes, by depositing with the trustee money or U.S. Government obligations sufficient to pay all remaining indebtedness on the notes when due.

Merger and Consolidation

We may not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of our assets to, another corporation, person or entity unless:

(1) the successor person, if any, is a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States, any state of the United States or the District of Columbia and assumes our obligations on the notes and under the indenture,

(2) immediately after giving effect to such transaction, no default or event of default shall have occurred and be continuing, and

(3) other conditions specified in the indenture are met.

Modification and Waiver

Except as described below, supplements of, and amendments to, the indenture or the notes may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of outstanding notes and any existing default or compliance with any provisions may be waived with the consent of the holders of a majority in aggregate principal amount of the outstanding notes, subject to certain exceptions. However, we and the trustee may amend or supplement the indenture or the notes, without the consent of the holders of the notes, to cure any ambiguity, defect or inconsistency (provided that such amendment or supplement shall not materially adversely affect the rights of the holders), to provide for the assumption of our obligations to holders of the notes, to conform any provision of the indenture or notes to this “Description of the Notes” and to make certain changes with respect to conversion rights in case of a merger or acquisition in compliance with the indenture or to make any change that does not materially adversely affect the rights of a holder of the notes. Without the consent of the holders of each note affected thereby, an amendment, supplement or waiver may not:

•   change the stated maturity date of the principal of any note, the date the make whole premium or any installment of interest is due on any note, or adversely affect or impair the right to convert any note,

•   reduce the principal amount or interest (including additional interest, if any) due on any note whether at maturity, upon redemption, purchase or repurchase, or otherwise,

•   reduce the make whole premium payable, if any, on any note,

•   change the currency for payment on any note,

•   impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any note,

•   adversely affect any option of holders to have us repurchase the notes on a specified date,

•   change the ranking of the notes in a manner adverse to the holders of the notes,

•   change the quorum or voting requirements under the indenture,

•   after the occurrence of a Fundamental Change, modify the provisions with respect to the repurchase right of the holders upon a Fundamental Change in a manner adverse to holders,

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• reduce the above-stated percentage of outstanding notes necessary to amend or supplement the indenture or waive defaults or compliance, or

• modify (with certain exceptions) any provisions of the indenture relating to modification and amendment of the indenture or waiver of compliance with conditions and defaults thereunder.

Concerning the Trustee

The trustee under the indenture, Wilmington Trust Company, has been appointed by us as the initial paying agent, conversion agent and registrar with respect to the notes. Wilmington Trust Company, is also the trustee for our remaining outstanding first mortgage notes and is the trustee for our senior notes. We and our subsidiaries may maintain deposit accounts and conduct other banking transactions with the trustee or its affiliates in the ordinary course of business, and the trustee and its affiliates may from time to time in the future provide us with banking and financial services in the ordinary course of their business.

In case an event of default shall occur (and shall not be cured) and holders of the notes have notified the trustee, the trustee will be required to exercise its powers with the degree of care and skill that a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of notes, unless the holders shall have offered to the trustee indemnity or security satisfactory to it.

Governing Law

The indenture and notes are governed by and construed in accordance with the laws of the State of New York.

Book-Entry Delivery and Form

We initially issued the notes in the form of one global security deposited with the trustee as custodian for DTC and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC or to a successor of DTC or its nominee. Holders may hold beneficial interests in the global security directly through DTC if they have an account with DTC or indirectly through organizations which have accounts with DTC. Notes in definitive certificated form (called “certificated notes”) will be issued only in certain limited circumstances described below.

DTC has advised us that it is:

•   a limited purpose trust company organized under the laws of the State of New York;

•   a member of the Federal Reserve System;

•   a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

•   a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities of institutions that have accounts with DTC (called “participants”) and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s book-entry system is also available to others such as banks, brokers, dealers and trust companies (called “indirect participants”) that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

Pursuant to procedures established by DTC, upon the deposit of the global security with DTC, DTC credited on its book-entry registration and transfer system the principal amount of notes represented by such global security to the accounts of participants. Ownership of beneficial interests in the global security are limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security are shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.

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Beneficial owners of interests in global securities who desire to convert their interests should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.

So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the indenture and the notes. In addition, no beneficial owner of an interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security a holder will not be entitled to have the notes represented by the global security registered in its name, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.

We will make payments of principal of, interest on, and the make whole premium, if any, on the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, the registered owner and holder of the global security. Neither we, the trustee, nor any paying agent will have responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

We expect that DTC or its nominee, upon receipt of any payment of principal of, interest on, and the make whole premium, if any, on the global security, will credit participants’ accounts with payments in amounts proportionate to the respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

We understand that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depositor for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated notes that it will distribute to its participants and that will be legended, if required.

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility or liability for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.

Registration Rights

We have agreed pursuant to a registration rights agreement with the initial purchasers, for the benefit of the holders of the notes and any common stock issued upon the conversion thereof, that we will, at our cost:

(1) file within 120 days after the first date of initial issuance of the notes a registration statement on an appropriate form, referred to as the shelf registration statement, covering resales of the notes and any common

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stock issued upon their conversion, which together are referred to as the “registrable securities,” pursuant to Rule 415 under the Securities Act,

(2) use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act as soon as practicable, but in no event later than 210 days from the first date of initial issuance of the notes, and

(3) use best efforts to keep the shelf registration statement effective after its effective date until the date which is the earliest of:

(a) the second anniversary of the effective date of the shelf registration statement,

(b) such time as all the registrable securities have been sold pursuant to the shelf registration statement, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in such securities not being subject to transfer restrictions under the Securities Act and the absence of a need for a restrictive legend regarding registration under the Securities Act, and

(c) such time when all of the registrable securities held by our non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act or any successor rule or regulation thereto.

We will, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus that 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 resales of the notes and any common stock issued upon the conversion thereof by such holders to third parties.

We are permitted to suspend the use of the prospectus which is a part of the shelf registration statement for one or more periods not to exceed an aggregate of 45 days in any 90 day period or an aggregate of 120 days in any twelve-month period under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events.

If:

(1) on or prior to the 120th day after the first date of original issuance of the notes, the shelf registration statement has not been filed with the SEC,

(2) on or prior to the 210th day after the first date of original issuance of the notes, the shelf registration statement has not been declared effective by the SEC, or

(3) after the shelf registration statement has been declared effective, such shelf registration statement ceases to be effective or usable in connection with resales of notes and any common stock issued upon the conversion thereof for more than 45 days in any 90 day period or in excess of 120 days in any 12 month period in accordance with the registration rights agreement (each such event referred to in clauses (1) to (3), a “registration default”),

additional interest will accrue on any unconverted notes that are registrable securities, from and including the date on which any such registration default shall occur to, but excluding the date on which all registration defaults have been cured. Additional interest will be paid semi-annually in arrears, with the first semi-annual payment due on the first interest payment date, as applicable, following the date on which such additional interest begins to accrue, and will accrue at a rate per year equal to:

(1) an additional 0.25% of the principal amount following such registration default; and

(2) an additional 0.25% (in addition to the additional interest provided for in clause (1) above) of the principal amount from and after the 91st day following such registration default.

In no event will additional interest accrue at a rate per year exceeding an aggregate of 0.50% as a result of any combination of one or more registration defaults (subject to the time limitations set forth above). No additional interest will accrue on any shares of common stock into which notes have been converted.

We will pay all registration expenses of the shelf registration and provide each holder that is selling registrable securities pursuant to the shelf registration statement with such number of copies of the related prospectus as such holder requests. We will take such other actions as are specified in the registration rights agreement to facilitate

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resales of the registrable securities under the shelf registration statement. Selling securityholders will be responsible for all of their individual selling expenses, including commissions and discounts.

The summary herein of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Purchase and Cancellation

All notes surrendered for payment, redemption, registration of transfer or exchange or conversion will be delivered to the trustee. All notes delivered to the trustee will be cancelled promptly by the trustee. No notes will be authenticated in exchange for any notes cancelled as provided in the indenture. We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or any of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of note holders.

Replacement of Notes

We will replace mutilated, destroyed, stolen or lost notes at a holder’s expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of such note before a replacement note will be issued.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of February 7, 2005, we had 32,040,132 shares of our common stock outstanding and 855,806 shares reserved for issuance upon the exercise of outstanding stock options and the vesting of outstanding performance shares and restricted stock awards.

The following summary description does not purport to be complete and is qualified in its entirety by the Delaware General Corporation Law, or DGCL, our restated certificate of incorporation and our amended and restated bylaws. See “Where You Can Find More Information.” Reference is made to the DGCL, our certificate of incorporation and our bylaws for a detailed description of the provisions we have summarized below.

Common Stock

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors. Our certificate of incorporation does not provide for cumulative voting in the election of directors. Accordingly, holders of a majority of the shares of our common stock entitled to vote in any election of directors may elect all the directors standing for election. Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors from funds which are legally available for that purpose. Upon the liquidation, dissolution or winding up of Century Aluminum, the holders of our common stock are entitled to receive ratably any of our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. All shares of our common stock currently outstanding and those to be issued upon the completion of any offering under a prospectus supplement will be fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock which are currently outstanding or which we may designate and issue in the future.

Preferred Stock

Under our certificate of incorporation, our board of directors is authorized to issue up to 5,000,000 shares of preferred stock without any vote or action by the holders of our common stock. Our board of directors may issue preferred stock in one or more series and determine for each series the dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting that series, as well as the designation thereof. Depending upon the terms of preferred stock established by our board of directors, any or all of the preferred stock could have preference over the common stock with respect to dividends and other distributions and upon the liquidation of Century Aluminum Company. In addition, issuance of any shares of preferred stock with voting powers may dilute the voting power of the outstanding common stock.

Certain Provisions That May Have an Anti-Takeover Effect

The provisions of our certificate of incorporation and bylaws and the DGCL summarized in the following paragraphs may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

Issuance of preferred stock. Our certificate of incorporation provides our board of directors with the authority to issue shares of preferred stock and to set the voting rights, preferences and other terms thereof.

Business combinations. In addition to any affirmative vote required by law, our certificate of incorporation requires either: (1) the approval of a majority of the disinterested directors, (2) the approval of the holders of at least two-thirds of the aggregate voting power of the outstanding voting shares of Century Aluminum, voting as a class, or (3) the satisfaction of certain minimum price requirements and other procedural requirements, as preconditions to certain business combinations with, in general, a person who is the beneficial owner of 10% or more of our outstanding voting stock.

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Classified board. Our certificate of incorporation provides for a classified board of directors consisting of three classes as nearly equal in size as is practicable. Each class holds office until the third annual meeting for election of directors following the election of such class.

Number of directors; removal; vacancies. Our certificate of incorporation provides that the number of directors shall not be less than 3 nor more than 11. The directors shall have the exclusive power and right to set the exact number of directors within that range from time to time by resolution adopted by vote of a majority of the entire board of directors. The board can only be increased over 11 through amendment of our restated certificate of incorporation which requires a resolution of the board and the affirmative vote of the holders of at least two-thirds of the aggregate voting power of the outstanding shares of stock generally entitled to vote, voting as a class.

Our certificate of incorporation and bylaws further provide that directors may be removed only for cause and then only by the affirmative vote of the holders of at least two-thirds of the outstanding shares of stock generally entitled to vote, voting as a class. In addition, interim vacancies or vacancies created by an increase in the number of directors may be filled only by a majority of directors then in office. The foregoing provisions would prevent stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

No stockholder action by written consent; special meetings. Our certificate of incorporation generally provides that stockholder action may be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our certificate of incorporation and bylaws also provide that, subject to the rights of the holders of any class or series of our preferred stock, special meetings of the stockholders may only be called pursuant to a resolution adopted by a majority of the board of directors or the executive committee. Stockholders are not permitted to call a special meeting or to require the board or executive committee to call a special meeting of stockholders. Any call for a meeting must specify the matters to be acted upon at the meeting. Stockholders are not permitted to submit additional matters or proposals for consideration at any special meeting.

Stockholder proposals. The bylaws establish an advance notice procedure for nominations (other than by or at the direction of our board of directors) of candidates for election as directors at, and for proposals to be brought before, an annual meeting of stockholders. Subject to any other applicable requirements, the only business that may be conducted at an annual meeting is that which has been brought before the meeting by, or at the direction of, the board or by a stockholder who has given to the secretary of Century Aluminum timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. In addition, only persons who are nominated by, or at the direction of, the board, or who are nominated by a stockholder who has given timely written notice, in proper form, to the secretary prior to a meeting at which directors are to be elected, will be eligible for election as directors.

Amendment of certain certificate provisions or bylaws. Our certificate of incorporation requires the affirmative vote of the holders of at least two-thirds of the aggregate voting power of the outstanding shares of our stock, voting as a class, generally entitled to vote to amend the foregoing provisions of our certificate of incorporation and the bylaws.

Section 203 of the DGCL. We are subject to Section 203 of the DGCL, which generally prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless: (1) prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder, (2) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding stock of the corporation, excluding shares owned by directors who are also officers of the corporation and shares owned by certain employee stock plans, or (3) on or after such date the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least two-thirds of the outstanding voting stock of the corporation that is not owned by the interested stockholder. A “business combination” generally includes mergers, asset sales and similar transactions between the corporation and the interested stockholder, and other transactions resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of the corporation’s voting stock or who is an affiliate or associate of the corporation and, together with his affiliates and associates, has owned 15% or more of the corporation’s voting stock within three years.

The transfer agent and registrar for our common stock is Computershare Investor Services, LLC.

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U.S. FEDERAL TAX CONSIDERATIONS

The following discussion describes certain U.S. federal tax consequences of the ownership and disposition of the notes and of our common stock into which the notes may be converted. This discussion assumes that the notes and common stock received upon the conversion of the notes cannot be integrated with any other financial instrument.

This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, possibly with retroactive effect.

We believe, based on the advice of counsel, that the notes are properly characterized as indebtedness for U.S. federal income tax purposes and we will treat the notes as indebtedness for U.S. federal income tax purposes. This determination is binding on each holder unless the holder explicitly discloses in the manner required by applicable Treasury Regulations that its determination is different from ours. Our determination is not, however, binding on the Internal Revenue Service, which may make a different determination. The discussion which follows assumes that the notes are properly characterized as indebtedness for U.S. federal income tax purposes.

This discussion applies only to holders that hold the notes and our common stock as capital assets within the meaning of Section 1221 of the Code (that is, for investment purposes).

Further, this discussion does not describe all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as:

•   certain financial institutions;

•   insurance companies;

•   dealers and certain traders in securities;

•   persons holding the notes or our common stock as part of a “straddle,” “hedge,” “conversion,” “constructive sale,” or similar transaction;

•   United States Holders (as defined below) whose functional currency is not the U.S. dollar;

•   certain former citizens or residents of the United States;

•   partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and

•   persons subject to the alternative minimum tax.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY POTENTIAL INVESTOR. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF THE NOTES OR COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISERS WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER TAX TREATIES, AND OF ANY CHANGES (PROPOSED OR OTHERWISE) IN APPLICABLE LAWS.

Tax Consequences to United States Holders

As used herein, the term “United States Holder” means a beneficial owner of a note or our common stock that is for U.S. federal income tax purposes:

• a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or who meets the substantial presence residency test under U.S. federal income tax laws;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

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• an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

• a trust if (1) a court within the United States 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, or (2) a valid election is in place to treat the trust as a U.S. person.

As used in this discussion, the term “Non-United States Holder” means a beneficial owner of a note or our common stock that is not a United States Holder.

Taxation of Interest

The notes were issued without original issue discount for federal income tax purposes. Accordingly, stated interest paid on the notes will be included in the income of a United States Holder as ordinary income at the time it is received or accrued, in accordance with the holder’s regular method of tax accounting.

Additional Interest

If the amount or timing of any payments on a note is contingent, the note could be subject to special rules that apply to contingent payment debt instruments. These rules generally require a United States Holder to accrue interest income at a rate higher than the stated interest rate on the note and to treat as interest income, which is taxed as ordinary income (rather than capital gain), any gain recognized on a sale, exchange, repurchase or retirement of the note before the resolution of the contingencies.

If the notes are not registered with the SEC within prescribed time periods or in certain other circumstances described above in “Description of the Notes — Registration Rights,” holders will be entitled to the payment of additional interest. Notwithstanding the possibility of such contingent payments, under applicable Treasury Regulations, payments on a note that are subject to either a remote or incidental contingency may be ignored. We believe that the prospect of the foregoing payments being made should be considered as a remote and/or incidental contingency so that the payments should be ignored.

Therefore, for purposes of filing tax or information returns with the Internal Revenue Service, we will not treat the notes as contingent payment debt instruments. Our determination that the notes are not contingent payment debt instruments is binding on each holder unless the holder explicitly discloses in the manner required by applicable Treasury Regulations that its determination is different from ours. Our determination is not, however, binding on the Internal Revenue Service. It is possible that the Internal Revenue Service may make a different determination, in which case the timing and amount of income inclusions by a holder may be affected. This discussion assumes that the notes are not subject to the contingent payment debt instrument rules.

Market Discount

If a United States Holder purchases a note for an amount that is less than its stated redemption price of the bond at maturity, the amount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless the difference is less than a specified de minimis amount. Under the market discount rules, a United States Holder will be required to treat gain on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the market discount that such holder has not previously included in income. In general, any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless a United States Holder elects to accrue on a constant interest method. In addition, a United States Holder may be required to defer, until the maturity of the note or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the note.

A United States Holder may elect to include market discount in income (as interest) as it accrues (either ratably or under a constant yield method). Any such election to include market discount in income currently as it accrues applies to all market discount bonds acquired by such holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS. If such election is made, the above rules regarding both the treatment as ordinary income of gain upon the sale, exchange, retirement or other disposition and the rules regarding deferral of interest expenses will not apply. Prospective investors should consult their own tax advisors before making either election described in this discussion.

A United States Holder must treat any partial principal payment on a note with market discount as gross (ordinary) income to the extent such payment does not exceed the accrued market discount on such bond. Such a

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payment is treated, in effect, as if it were a partial disposition of the note. Where market discount is included in the United States Holder’s gross income, total accrued market discount on such note is reduced to reflect such inclusions.

Finally, if a United States Holder receives shares of property, including our common stock, in a nonrecognition transaction (i.e., the United States Holder receives property the basis of which is determined in whole or in part by reference to the basis of the note), the accrued market discount is generally not includible in income at the time of such transaction. Instead, the accrued market discount attaches to the property received in the nonrecognition transaction and is recognized as ordinary income upon the disposition of the property.

Amortizable Bond Premium

If a United States Holder purchases a note for an amount in excess of the sum of all remaining amounts payable due on the note after the purchase date (other than qualified stated interest), such holder will be considered to have purchased the note at a “premium.” A United States Holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under its regular accounting method (except to the extent that the bond premium is attributable to the conversion feature of the note) and any bond premium in excess of the interest payable on the note may be deductible against interest income of the United States Holder. An election to amortize premium on a constant yield method will also apply to all taxable bonds held or subsequently acquired by a holder on or after the first day of the first taxable year to which the election applies. Such election may not be revoked without the consent of the IRS. If a United States Holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss as principal payments are received on the note or upon the sale, exchange, retirement or other disposition of the note. Prospective investors should consult their own tax advisors before making this election.

Sale, Exchange, Repurchase or Retirement of Notes

Upon a sale, exchange, repurchase or retirement of a note (other than a conversion or repurchase of a note in which the holder receives any common stock), a United States Holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange, repurchase or retirement (other than amounts representing accrued and unpaid interest) and such United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted tax basis in a note will generally be equal to the holder’s purchase price for the note increased by market discount previously included in income, reduced by any bond premium that such holder elects to amortize and any cash payments on the note other than stated interest.

Gain or loss recognized on the sale, exchange, repurchase or retirement of a note generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange, repurchase or retirement the note has been held for more than one year. Any amounts attributable to accrued interest, however, will be taxed as interest income (as discussed above under “Tax Consequences to United States Holders — Taxation of Interest”) to the extent the holder has not previously included such amounts in the holder’s taxable income. The deductibility of capital losses is subject to limitations.

Exchange in Lieu of Conversion

If a United States Holder presents the notes for conversion, and if we so elect, the notes will first be offered to the Exchange Institution (as described above under “Description of the Notes — Exchange in Lieu of Conversion”). If the Exchange Institution accepts the notes and satisfies our conversion obligation thereunder, the United States Holder would receive cash and common stock from the Exchange Institution and generally will be taxed on the transfer as a sale, exchange, repurchase or retirement of a note (as discussed above under “Tax Consequences to United States Holders — Sale, Exchange, Repurchase or Retirement of Notes”). For this purpose, the amount realized would be equal to the cash and the fair market value of our stock received (other than amounts representing accrued and unpaid interest) by such United States Holder.

Conversion of Notes

If a United States Holder presents the notes for conversion, and we elect not to have such notes offered to the Exchange Institution, the Exchange Institution declines to accept the notes or the Exchange Institution accepts the notes but fails to satisfy our conversion obligation thereunder, then the tax consequences of the exchange depend upon whether the holder receives any common stock in the conversion. If we deliver solely cash instead of shares of

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common stock, the tax consequences of the exchange will be as described under “Tax Consequences to United States Holders — Sale, Exchange, Repurchase or Retirement of Notes.” Instead, if we deliver any common stock or if a United States Holder receives our common stock as a make whole premium on our repurchase of a note, the tax treatment of the holder is not entirely clear.

It is possible that a United States Holder may be treated as exchanging the note for our common stock and cash in a “recapitalization” within the meaning of Section 368 of the Code. In such case, the holder would generally not recognize loss, but would generally recognize capital gain, if any, on the note converted in an amount equal to the lesser of the gain realized and the cash received (except possibly with respect to cash received in lieu of a fractional share, which may be treated in the manner discussed below and to the extent of accrued interest to the extent not previously included in income). Such gain would generally be long-term capital gain if the holder held the note for more than one year. The holder’s adjusted tax basis in the common stock received should generally equal the adjusted tax basis of the note converted, decreased by the cash received, and increased by the amount of gain recognized. If the holder receives cash in lieu of a fractional share of stock in a recapitalization, however, the holder may be treated as if the holder received the fractional share and then had the fractional share redeemed for the cash. In such case, the holder would recognize gain or loss equal to the difference between the cash received in lieu of a fractional share and that portion of the holder’s basis in the stock attributable to the fractional share.

Alternatively, the cash payment received on the conversion or repurchase of a note may be treated as proceeds from the sale of a portion of the note, and taxed in the manner described under “Tax Consequences to United States Holders — Sale, Exchange, Repurchase or Retirement of Notes,” and the stock portion may be treated as received upon a conversion of the note, in which case a United States Holder will not recognize any income, gain or loss on the stock portion received. In such case, the holder’s basis in the note would be allocated pro rata between the common stock received and the portion of the note that is treated as sold for cash, and the holder’s basis in the common stock received would equal the basis in the note so allocated to the common stock.

It is also possible that the holder may be treated as converting the note in its entirety into our common stock, and then selling a portion of the common stock to us for cash in a deemed redemption. The tax consequences of such a deemed redemption would depend in part upon whether the transaction were treated as a dividend for U.S. federal income tax purposes. United States Holders are urged to consult with their own tax advisors regarding the U.S. federal income tax consequences of a redemption of our common stock.

A United States Holder’s holding period for any common stock received on conversion (or as a make whole premium) will include the period during which the holder held the note. United States Holders should consult their own tax advisors regarding the proper treatment to them of the receipt of a combination of cash and common stock upon a conversion or repurchase of a note.

Constructive Dividends

If at any time we decrease the conversion price, either at our discretion or pursuant to the anti-dilution provisions of the indenture, the decrease may be deemed to be the payment of a taxable stock dividend to the United States Holders of the notes, although the holder would not receive cash or other property. Generally, a reasonable decrease in the conversion price in the event of stock dividends or distributions of rights to our stockholders to subscribe for our common stock will not be a taxable dividend. In certain circumstances, the failure to adjust the conversion price may result in a deemed distribution to the holders of our common stock. Any constructive taxable stock dividend on the notes may not be eligible for taxation at lower rates under legislation enacted last year.

Taxation of Distributions on Common Stock

Distributions, if any, paid on our common stock after a conversion, other than certain pro rata distributions of common stock, will be treated as a dividend to the extent paid out of current

or accumulated earnings and profits (as determined under U.S. federal income tax principles) and will be includible in income by a United States Holder and taxable as ordinary income when actually or constructively received. If a distribution exceeds our current and accumulated earnings and profits, the excess will be first treated as a tax-free return of the United States Holder’s investment, up to the United States Holder’s tax basis in the common stock. Any remaining excess will be treated as capital gain. If the United States Holder is an entity treated as a regular or “Subchapter C” corporation for federal income tax purposes, it generally would be able to claim a deduction equal to a portion of any dividends received.

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Dividends received by noncorporate United States Holders on common stock may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain holding period requirements and other conditions are met. United States Holders should consult their own tax advisers regarding the implications of this recent legislation in their particular circumstances.

Sale or Other Disposition of Common Stock

Unless a non-recognition provision applies (or as discussed above under “Tax Consequences to United States Holders – Market Discount”), gain or loss realized by a United States Holder on the sale or other disposition of our common stock received upon conversion of a note will be recognized as capital gain or loss for U.S. federal income tax purposes, and will be long-term capital gain or loss if the United States Holder held the common stock for more than one year. The amount of the United States Holder’s gain or loss will be equal to the difference between the United States Holder’s adjusted tax basis in the common stock disposed of and the amount realized on the disposition.

Tax Consequences to Non-United States Holders

Payments on the Notes

Subject to the discussion below regarding backup withholding, principal, interest income (including original issue discount, if any) and premium on the notes paid by us or any paying agent to a Non-United States Holder will be exempt from U.S. federal income and withholding tax, provided that such payment is not effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States and, in the case of interest:

• the Non-United States Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership and is not a bank receiving certain types of interest, and

• the certification requirement described below has been fulfilled with respect to the Non-United States Holder.

The certification requirement referred to above will be fulfilled if the beneficial owner of a note certifies on IRS Form W-8BEN (or an appropriate substitute form), under penalties of perjury, that it is not a U.S. person and provides its name and address.

Interest income (including additional interest) on the notes that is not exempt from U.S. federal income and withholding tax generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, unless such income is effectively connected income as described below in “Tax Consequences to Non-United States Holders — Effectively Connected Income.”

Additional interest received by a Non-United States Holder if the notes are not registered with the SEC within prescribed time periods or in certain other circumstances described above in “Description of the Notes — Registration Rights” may not be exempt from U.S. withholding tax as described above. We will determine whether withholding will be required at the time any such event triggering the payment of additional interest actually occurs.

Sale, Exchange or Other Disposition of Notes or Common Stock

Subject to the discussion below regarding backup withholding, a Non-United States Holder generally will not be subject to U.S. federal income and withholding tax on gain realized on a sale, exchange or other disposition (other than a conversion into our common stock or the receipt of common stock as a make whole premium on the repurchase of a note, which is described below) of the notes or of our common stock, unless:

• the gain is effectively connected with the conduct by such Non-United States Holder of a trade or business in the United States,

• in the case of a Non-United States Holder who is a nonresident alien individual, the individual is present in the United States for 183 or more days in the taxable year of the sale, exchange or disposition and certain other conditions are met, or

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• we are or have been, at any time within the shorter of the five-year period preceding such sale or other disposition or the period such holder held the note or common stock, a U.S. real property holding corporation for U.S. federal income tax purposes; however, as long as our common stock is regularly traded on an established securities market, only Non-United States Holders who have held (or have been deemed to hold) more than 5% of our common stock at any time during such five-year or shorter period or Non-United States Holders who, on the date of acquisition of the notes, own notes with a fair market value of more than 5% of the fair market value of our common stock would be subject to taxation under this rule. We do not believe that we are currently or ever have been a U.S. real property holding corporation or that we will become one in the future, although there can be no assurance that we will not become such a corporation.

Any gain realized on a sale, exchange or other disposition of the notes taxed as interest income will be subject to the rules described above regarding taxation of interest.

Conversion of Notes into Common Stock

Non-United States Holders generally will not be subject to U.S. federal income and withholding tax on the conversion of a note into shares of our common stock (if we elect not to have such notes offered to the Exchange Institution, if the Exchange Institution declines to accept such notes or if the Exchange Institution accepts such notes but fails to satisfy our conversion obligation thereunder) or the receipt of common stock as a make whole premium on the repurchase of a note. However, any gain recognized by a Non-United States Holder on (i) the conversion of a note into our common stock due to the receipt of cash (including cash received in lieu of a fractional share) or (ii) the acceptance and payment or delivery, as the case may be, by the Exchange Institution of the notes for cash and stock will be subject to the rules described above regarding the sale, exchange or other disposition of a note.

Distributions on Notes and Common Stock

If a Non-United States Holder of a note were deemed to have received a constructive dividend (see “Tax Consequences to United States Holders — Constructive Dividends” above), the Non-United States Holder generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction by an applicable treaty, on the taxable amount of the dividend unless such income is effectively connected income as described below in “Tax Consequences to Non-United States Holders — Effectively Connected Income.” In addition, dividends paid to a Non-United States Holder of our common stock generally will be subject to U.S. withholding tax at a 30% rate, subject to reduction under an applicable treaty, unless such income is effectively connected income as described below in “Tax Consequences to Non-United States Holders — Effectively Connected Income.” In order to obtain a reduced rate of withholding, a Non-United States Holder will be required to provide a properly executed IRS Form W-8BEN (or an appropriate substitute form) certifying its entitlement to benefits under a treaty. A Non-United States Holder who is subject to withholding tax under such circumstances should consult his own tax adviser as to whether he can obtain a refund of all or a portion of the withholding tax.

Effectively Connected Income

If a Non-United States Holder of a note or of our common stock is engaged in a trade or business in the United States, and if principal, interest (including additional interest) or premium on the note, gain realized on a sale, exchange or other disposition of the note or of our common stock, or a dividend (including a constructive dividend) on the note or on our common stock, is effectively connected with the conduct of such trade or business, the Non-United States Holder, although exempt from U.S. withholding tax, will generally be taxed in the same manner as a United States Holder (see “Tax Consequences to United States Holders” above), except that the Non-United States Holder will be required to provide a properly executed IRS Form W-8ECI (or an appropriate substitute form) in order to claim an exemption from withholding tax. If a Non-United States Holder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax only if it is also attributable to a permanent establishment maintained by the holder in the United States. Non-United States Holders with effectively connected income or gain should consult their own tax advisers with respect to other tax consequences of the ownership of the note or of our common stock, including the possible imposition of a 30% branch profits tax.

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United States Federal Estate Tax

A note held or beneficially owned by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will not be subject to U.S. federal estate tax if the individual did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote and, at the time of the individual’s death, payments with respect to such note would not have been effectively connected with the conduct by such individual of a trade or business in the United States. Common stock held by an individual (or common stock which is the subject of certain lifetime transfers by such individual) who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will be included in such individual’s estate for U.S. federal estate tax purposes, unless an applicable U.S. estate tax treaty otherwise applies.

Non-United States Holders should consult with their tax advisors regarding U.S. federal, state, local and foreign tax consequences with respect to the notes and common stock.

Backup Withholding and Information Reporting

Information returns generally will be filed with the IRS in connection with payments on the notes and the common stock and may be filed in connection with the proceeds from a sale or other disposition of the notes or the common stock. A United States Holder will be subject to United States backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A Non-United States Holder may be subject to United States backup withholding tax on these payments unless the Non-United States Holder complies with certification procedures to establish that it is not a U.S. person. The amount of any backup withholding from a payment will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

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PLAN OF DISTRIBUTION

The selling securityholders identified in this prospectus under “Selling Securityholders” may offer and sell from time to time the notes and the shares of common stock issuable upon conversion of the notes covered by this prospectus. We will not receive any of the proceeds from the offering of the notes or the shares of common stock issuable upon conversion of the notes by the selling securityholders. In connection with the initial offering of the notes, we entered into a registration rights agreement, dated August 9, 2004, with the initial purchasers of the notes. The selling securityholders may offer or sell securities under this prospectus only pursuant to the terms of the registration rights agreement.

We are registering the notes and shares of common stock covered by this prospectus to permit holders to conduct public secondary trading of these securities from time to time after the date of this prospectus. We have agreed, among other things, to bear all expenses, other than underwriting discounts and selling commissions, in connection with the registration and sale of the notes and the shares of common stock covered by this prospectus.

The selling securityholders may sell all or a portion of the notes and shares of common stock beneficially owned by them and offered hereby from time to time:

• directly; or

• through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling securityholders and/or from the purchasers of the notes and shares of common stock for whom they may act as agent.

The notes and the shares of common stock may be sold from time to time in one or more transactions at:

•   fixed prices, which may be changed;

•   prevailing market prices at the time of sale;

•   varying prices determined at the time of sale; or

•   negotiated prices.

These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling securityholders from the sale of the notes or shares of common stock offered by them hereby will be the purchase price of the notes or shares of common stock less discounts and commissions, if any.

The sales described in the preceding paragraph may be effected in transactions:

•   on any national securities exchange or quotation service on which the notes or shares of common stock may be listed or quoted at the time of sale;

•   in the over-the-counter market;

•   otherwise than on such exchanges or services or in the over-the-counter market; or

•   through the writing of options.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

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In connection with sales of the notes and shares of common stock under this prospectus, the selling securityholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the notes and shares of common stock, short and deliver notes and shares of common stock to close out such short positions, or loan or pledge notes and shares of common stock to broker-dealers that may in turn sell such securities. The selling securityholders may pledge or grant a security interest in some or all of the notes and shares of common stock that it owns and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the notes and shares of common stock from time to time pursuant to this prospectus. The selling securityholders may also transfer and donate notes and shares of common stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be selling securityholders for the purposes of this prospectus.

The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the notes or shares of common stock issuable upon conversion of the notes may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions they receive and any profits on any resale of the notes and shares of common stock issuable upon the conversion of the notes may be deemed to be underwriting discounts and commissions under the Securities Act. Neither we nor any selling securityholder can presently estimate the amount of any such compensation.

We understand that several of the selling securityholders are broker-dealers or affiliates thereof. Each of these selling securityholders has informed us that: (1) such selling securityholder acquired its notes in the ordinary course of business, and (2) at the time that the securities were purchased, the selling securityholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

Our outstanding common stock is listed for trading on The NASDAQ Stock Market® under the symbol “CENX.” We do not intend to list the notes for trading on any national securities exchange or on NASDAQ. We cannot guarantee that any trading market will develop for the notes. Even if a market does develop for the notes, the market may not be maintained.

The securities offered under this prospectus may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders and any underwriter, broker-dealer or agent regarding the sale of the notes and the shares of common stock by the selling securityholders. Selling securityholders may choose not to sell any, or less than all, of the notes and the shares of common stock offered pursuant to this prospectus. In addition, we cannot assure you that a selling securityholder will not transfer, devise or gift the notes and the shares of common stock by means other than as described in this prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A under the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. The selling securityholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the notes or shares of common stock against certain liabilities, including liabilities arising under the Securities Act.

Upon notification to us by a selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling securityholder and of the participating brokers-dealer(s), (ii) the amount of securities involved, (iii) the price at which such securities were sold, (iv) the commissions paid or discounts or concessions allowed to such brokers-dealer(s), where applicable, (v) that such brokers-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon notification to us by a selling securityholder that a donee, pledgee, transferee or other successor-in-interest intends to sell more than 500 shares of common stock, a supplement to this prospectus will be required.

The notes were issued and sold on August 9, 2004 in transactions exempt from the registration requirements of the Securities Act pursuant to Rule 144A under the Securities Act. Pursuant to the registration rights agreement, we

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have agreed to indemnify each selling securityholder and certain affiliates thereof, and each selling securityholder has agreed to indemnify us and certain of our affiliates against specified liabilities arising under the Securities Act.

The selling securityholders and any other person participating in such distribution will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the notes and the underlying shares of common stock by the selling securityholders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the notes and the underlying shares of common stock to engage in market-making activities with respect to the particular notes and the underlying shares of common stock being distributed for a period of up to five business days prior to the commencement of distribution. This may affect the marketability of the notes and the underlying shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the notes and the underlying shares of common stock.

We will, at our cost and subject to our rights to suspend use of the shelf registration statement and prospectus under certain circumstances described below, use our reasonable best efforts to keep the shelf registration statement continuously effective under the Securities Act until the date which is the earliest of:

(a) the second anniversary of the effective date of the shelf registration statement,

(c)

such time when all of the registrable securities held by our non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act or any successor rule or regulation thereto.

We are permitted to suspend the use of the shelf registration statement and this prospectus, which forms a part of the shelf registration statement, for one or more periods not to exceed an aggregate of 45 days in any 90-day period or an aggregate of 120 days in any twelve-month period under certain circumstances relating to pending corporate developments, public filings with the SEC and similar events. We will pay all expenses of the shelf registration statement. Each holder will be required to bear the expenses of any broker’s commission, agency fee or underwriter’s discount or commission.

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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-2
Consolidated Balance Sheets at December 31, 2003 and 2002			F-3
Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002 and 2001			F-4
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2003, 2002 and 2001			F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001			F-6
Notes to the Audited Consolidated Financial Statements			F-7

Unaudited Financial Statements:

Consolidated Balance Sheets at September 30, 2004 and December 31, 2003			F-43
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2004 and 2003			F-44
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003			F-45
Notes to the Unaudited Consolidated Financial Statements			F-46

Nordural hf

Audited Financial Statements:
Report of PricewaterhouseCoopers hf			F-76
Statements of Income for the Years Ended December 31, 2001, 2002 and 2003			F-77
Balance Sheets as of December 31, 2002 and 2003			F-78
Statements of Stockholder’s Equity for the Years Ended December 31, 2001, 2002 and 2003			F-79
Statements of Cash Flows for the Years Ended December 31, 2001, 2002 and 2003			F-80
Notes to Financial Statements			F-81

Unaudited Financial Statements:

Statements of Income for the Three Months Ended March 31, 2003 and 2004			F-91
Balance Sheets as of December 31, 2003 and March 31,2004			F-93
Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2004			F-94
Notes to the Unaudited Financial Statements			F-95

F-1

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-2

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

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:

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:

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

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.

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:

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:

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.

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.

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.

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.

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.

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.

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

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.

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:

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.

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.

The change in benefit obligations and change in plan assets as of December 31 are as follows:

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.

The following assumptions were used in the actuarial computations at December 31:

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:

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.

The Company’s pension plans weighted average asset allocations at December 31, 2003 and 2002, by asset category are as follows:

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.

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.

The following table provides the estimated future benefit payments for the pension and other postretirement benefit plans.

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

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.

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.

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:

The following table summarizes information about stock options outstanding at December 31, 2003:

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

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):

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.

Significant components of the income tax expense before minority interest and cumulative effect of a change in accounting principle, consist of the following:

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:

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.

Significant components of the Company’s deferred tax assets and liabilities as of December 31 are as follows:

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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

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

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.

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.

The reconciliation of the changes in the asset retirement obligations is presented below:

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.

A summary of the aforementioned related party transactions for the years ended December 31, 2003, 2002 and 2001 is as follows:


(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.

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.

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.


(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:

At December 31, 2003, 2002, and 2001, all of the Company’s long-lived assets were located in the United States.

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.

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:


	(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.

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.

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-43

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-44

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-45

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-46

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-47

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-48

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-49

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-50

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-51

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-52

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-53

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-54

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.

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.

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 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-55

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

F-56

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

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-57

CENTURY ALUMINUM COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 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-58

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

F-59

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.

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-60

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-61

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-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-64

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-65

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.

F-66

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-67

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-68

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-69

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-70

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-71

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-72

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-73

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-74

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.

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.

The accompanying financial statements are stated on an accrual basis prepared in accordance with Generally Accepted Accounting Principles in Iceland.

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.

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.

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 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:

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

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 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 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.

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.

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).

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.

Taxes receivable includes Value Added Tax from the Icelandic tax office and tax on interest earned.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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 Stockholder’s Equity of differences between Icelandic GAAP and U.S. GAAP:

A summary of the principal differences applicable to the financial statements is set out below:

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.

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.

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).

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.

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:

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.

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-92

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-93

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-94

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-95

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 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 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-96

Nordural hf

NOTES TO FINANCIAL STATEMENTS – (Continued)

d. Deferred income taxes

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-97

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses in connection with the offering described in this Registration Statement. All of the amounts shown are estimated except the SEC registration fee.


SEC registration fee	$	20,598

Legal fees and expenses		50,000

Printing costs		20,000

Accounting fees and expenses		30,000

Trustee’s fees and expenses		10,000

Miscellaneous expenses		5,000


Total	$	135,598

Century Aluminum Company will bear all expenses shown above. The selling securityholders will be responsible for all of their individual selling expenses, including commissions and discounts.

Item 14. 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.

II-1

Item 15. Recent Sales of Unregistered Securities.

On August 9, 2004, we sold $175.0 million in aggregate principal amount of our 1.75% convertible senior notes due August 1, 2024 to Credit Suisse First Boston LLC, Banc of America Securities LLC and Goldman, Sachs & Co., as initial purchasers, in a private offering exempt from registration under the Securities Act pursuant to Section 4(2) as a transaction not involving a public offering. The convertible notes were sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Aggregate underwriting discounts amounted to approximately $5.25 million. 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 up 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 convertible notes are guaranteed by certain of our domestic subsidiaries.

On August 26, 2004, we sold $250.0 million in aggregate principal amount of our 7.5% senior notes due August 15, 2014 to Credit Suisse First Boston LLC, Banc of America Securities LLC, Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as initial purchasers, in a private offering exempt from registration under the Securities Act pursuant to Section 4(2) as a transaction not involving a public offering. The senior notes were sold in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. Aggregate underwriting discounts amounted to approximately $5.63 million. The senior notes are guaranteed by certain of our domestic subsidiaries.

Item 16. Exhibits and Financial Statement 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).

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).

II-2


Exhibit
Number		Description of Exhibit
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		Form of Stock Certificate (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).

4.2		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).

4.3		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).

4.4		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).

4.5		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).

4.6		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).

4.7		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).

4.8		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).

4.9		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).

4.10		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).

4.11		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 Purchase Agreement for Century Aluminum Company’s 7 1/2% Senior Notes due 2014, dated August 10, 2004, among Century Aluminum Company, as issuer,


Exhibit
Number		Description of Exhibit
		the guarantors party thereto and Credit Suisse First Boston LLC, as representative of the several purchasers (incorporated by reference to Century Aluminum Company’s Current Report on Form 8-K filed September 1, 2004).

4.12		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).

4.13		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).

4.14		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).

4.15		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).

4.16		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).

4.17		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.*

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


Exhibit
Number		Description of Exhibit
		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).**

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


Exhibit
Number		Description of Exhibit
		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 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).


Exhibit
Number		Description of Exhibit
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 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,


Exhibit
Number		Description of Exhibit
		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		Loan Agreement, dated as of February 10, 2005, 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 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

10.53		Declaration of Pledge, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

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 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

10.55		General Bond, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

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.*

Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2003, 2002 and 2001.

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 16 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

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) 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.

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-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monterey, State of California, on February 15, 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 15, 2005

/s/ David W. Beckley David W. Beckley	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 15, 2005

* Roman A. Bninski	Director	February 15, 2005

* John C. Fontaine	Director	February 15, 2005

* John P. O’Brien	Director	February 15, 2005

* Stuart M. Schreiber	Director	February 15, 2005

* Willy R. Strothotte	Director	February 15, 2005

* Robert E. Fishman	Director	February 15, 2005

* By: /s/ Gerald J. Kitchen
Gerald J. Kitchen, as Attorney-in-Fact

II-12

SIGNATURES


		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


SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer)	February 15, 2005

/s/ David W. Beckley David W. Beckley	Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	February 15, 2005

/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director	February 15, 2005

II-18

SIGNATURES


		NSA, LTD

		By: METALSCO LTD. Its: General Partner

		By:		/s/ E. Jack Gates

				Name: E. Jack Gates
				Title: President


SIGNATURE	TITLE	DATE
/s/ E. Jack Gates E. Jack Gates	President (Principal Executive Officer) of Metalsco Ltd.	February 15, 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 15, 2005

/s/ Gerald J. Kitchen Gerald J. Kitchen	Vice President, Secretary and Director of Metalsco Ltd.	February 15, 2005

II-20

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		Form of Stock Certificate (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-1, as amended, Registration No. 33-95486).

4.2		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).

4.3		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).

4.4		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).

4.5		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).

4.6		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

II-23


Exhibit
Number		Description of Exhibit
		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).

4.7		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).

4.8		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).

4.9		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).

4.10		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).

4.11		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 Purchase Agreement for Century Aluminum Company’s 7 1/2% Senior Notes due 2014, 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 Current Report on Form 8-K filed September 1, 2004).

4.12		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).

4.13		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).

4.14		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).

4.15		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).

4.16		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).

4.17		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.*


Exhibit
Number		Description of Exhibit

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).**

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


Exhibit
Number		Description of Exhibit
		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).**

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,


Exhibit
Number		Description of Exhibit
		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).

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


Exhibit
Number		Description of Exhibit
		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		Loan Agreement, dated as of February 10, 2005, 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 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

10.53		Declaration of Pledge, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

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 (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

10.55		General Bond, dated as of February 10, 2005, between Nordural ehf. and Kaupthing Bank hf., as security trustee (incorporated by reference to Century Aluminum Company’s Registration Statement on Form S-4, as amended, Registration No. 333-121729).

12.1		Computation of ratio of earnings to fixed charges.*

21.1		List of Subsidiaries.*

23.1		Consent of Deloitte & Touche LLP.

II-29 EX-5.1 2 y05873a1exv5w1.txt EX-5.1: OPINION OF CURTIS, MALLET-PREVOST, COLT & MOSLE LLP EXHIBIT 5.1 CURTIS, MALLET-PREVOST, COLT & MOSLE LLP LETTERHEAD February 15, 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-1 (Registration Statement No. 333-121255; 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 the Company's $175,000,000 aggregate principal amount of 1.75% Convertible Senior Notes due August 1, 2024 (the "Notes") and shares of the Company's Common Stock, $.01 par value (the "Common Stock") issuable upon conversion of the Notes. The Notes are guaranteed (each, a "Guarantee") on a joint and several basis by the Guarantors. In connection herewith, we have examined and relied upon the Restated Certificate of Incorporation, the Amended and Restated By-Laws and minute books of the Company, the Indenture, dated as of August 9, 2004 (as amended and supplemented, 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. Century Aluminum Company February 15, 2005 Page 2 Based upon the foregoing and subject to the limitations, qualifications and exceptions set forth therein, it is our opinion that: 1. The Notes constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, and each Guarantee constitutes a legal, 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 Notes may be limited by applicable law and public policy considerations. 2. The shares of Common Stock initially issuable upon conversion of the Notes have been duly authorized and, when issued and delivered in accordance with the provisions of the Notes and the Indenture, will be validly issued, fully paid and non-assessable. 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 3 y05873a1exv10w51.txt EX-10.51: LOAN AGREEMENT 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

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 /s/ Hlynur Sigursveinsson ------------------------------------------- By: Hlynur Sigursveinsson /s/ Jon Thor Grimsson ------------------------------------------- By: Jon Thor Grimsson Kaupthing Bank hf., as Security Trustee and a Lender /s/ Sigurgeir Tryggvason ------------------------------------------- By: Sigurgeir Tryggvason /s/ Bjarki H. Diego ------------------------------------------- By: Bjarki H. Diego 3 Nordural ehf., as Borrower /s/ Ragnar Gudmundsson ------------------------------------------- By: Ragnar Gudmundsson /s/ Daniel J. Krofcheck ------------------------------------------- By: Daniel J. Krofcheck Nordic Investment Bank, as lender /s/ Jon Sigurdsson ------------------------------------------- By: Jon Sigurdsson /s/ Gudmundur Olason ------------------------------------------- By: Gudmundur Olason Islandsbanki, as lender /s/ Tomas Kristjansson ------------------------------------------- By: Tomas Kristjansson /s/ Einar P. Tamimi ------------------------------------------- By: Einar P. Tamimi HSH Nordbank A.G., as lender /s/ Eric K. Seen ------------------------------------------- By: Eric K. Seen /s/ Peder Nisser ------------------------------------------- By: Peder Nisser Credit Suisse First Boston International, as lender /s/ Garrett Lynskey ------------------------------------------- By: Garrett Lynskey /s/ Sergio Di-Lieto ------------------------------------------- By: Sergio Di-Lieto Fortis SA/NV, as lender /s/ Xavier d'Harveng ------------------------------------------- By: Xavier d'Harveng /s/ Gilles Masson ------------------------------------------- By: Gilles Masson ~~EX-23.1 4 y05873a1exv23w1.htm EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 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. 333-121255 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 14, 2005


	Page
About This Prospectus		iii
Market and Industry Data		iii
Where You Can Find More Information		iii
Summary		1
Risk Factors		11
Forward-Looking Statements		22
Use of Proceeds		23
Ratio of Earnings to Fixed Charges		23
Price Range of Our Common Stock		24
Dividend Policy		24
The Gramercy Acquisition		25
Unaudited Pro Forma Consolidated Financial Data		28
Selected Historical and Pro Forma Consolidated Financial Data		33
Supplementary Financial Information		37
Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Business		57
Management		69
Certain Relationships and Related Transactions		79


	Page
Security Ownership of Certain Beneficial Owners and Management		82
Equity Compensation Plan Information		83
Selling Securityholders		84
Description of Certain Indebtedness		88
Description of the Notes		92
Description of Capital Stock		110
U.S. Federal Tax Considerations		112
Plan of Distribution		119
Legal matters		122
Experts		122
Index to Financial Statements		F-1
EX-5.1: OPINION OF CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
EX-10.51: LOAN AGREEMENT
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP
EX-23.2: CONSENT OF PRICEWATERHOUSECOOPERS HF

	•	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

	•	acquired the Nordural facility in April 2004.

	•	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.

	•	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.

	•	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.

	•	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.

	•	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.

	•	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.

	•	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.

	•	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).

	•	give authority to our board of directors to issue preferred stock and to determine the price, rights, preferences, privileges and restrictions of those shares without any stockholder vote;

	•	provide, under our charter documents, for a board of directors consisting of three classes, each of which serves for a different three-year term;

	•	require stockholders to give advance notice prior to submitting proposals for consideration at stockholders’ meetings or to nominate persons for election as directors; and

	•	restrict, under our charter documents, certain business combinations between us and any person who beneficially owns 10% or more of our outstanding voting stock.

	•	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;

	•	Glencore International AG beneficially owns a large percentage of our outstanding common stock and has the ability to influence matters requiring shareholder approval;

	•	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.

	•	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.

	•	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.

	•	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.

	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.

(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.

	(2)	we distribute rights or warrants to all holders of our common stock entitling them to subscribe for or purchase common stock at less than the Current Market Price on the record date for such issuance (for a period commencing no earlier than the record date and expiring not more than 60 days after such record date),

	(3)	we subdivide, split or combine our common stock,

	(4)	we distribute shares of capital stock, evidences of indebtedness, property or other assets (excluding dividends or distributions exclusively in cash and dividends or distributions described in clause (1) or (2) above) to all holders of our common stock;

	•	we reclassify our common stock,

	•	we consolidate or merge with another entity, or

	•	we sell, lease, convey or otherwise dispose to another person all or substantially all of our assets,

	•	If the Stock Price is between two Stock Prices on the table or the Effective Date is between two Effective Dates on the table, the make whole premium will be determined by straight-line interpolation between make whole premium amounts set forth for the higher and lower Stock Prices and the two Effective Dates, as applicable, based on a 365-day year.

	•	If the Stock Price is in excess of $120.00 per share (such price subject to adjustment in the same manner as the Stock Price), the make whole premium in the row corresponding to $120.00 will be paid.

	•	If the Stock Price is less than or equal to $24.83 per share (such price subject to adjustment in the same manner as the Stock Price), no make whole premium will be paid.

	•	comply in all material respects with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act that may then apply;

	•	file a Schedule TO, if required, or any other required schedule under the Exchange Act; and

	•	otherwise comply with all federal and state securities laws.

	•	information about the terms and conditions of the Fundamental Change;

	•	information about the holders’ right to convert the notes;

	•	information about the holders’ right to require us to repurchase the notes;

	•	the Fundamental Change repurchase date (which date must be not less than 30 days nor more than 60 days after the date of the written notice of such Fundamental Change);

	•	the procedures required for exercise of the repurchase option upon the Fundamental Change; and

	•	the name and address for the paying and conversion agents.

	•	change the stated maturity date of the principal of any note, the date the make whole premium or any installment of interest is due on any note, or adversely affect or impair the right to convert any note,

	•	reduce the principal amount or interest (including additional interest, if any) due on any note whether at maturity, upon redemption, purchase or repurchase, or otherwise,

	•	reduce the make whole premium payable, if any, on any note,

	•	change the currency for payment on any note,

	•	impair the right to institute suit for the enforcement of any payment on or with respect to, or the conversion of, any note,

	•	adversely affect any option of holders to have us repurchase the notes on a specified date,

	•	change the ranking of the notes in a manner adverse to the holders of the notes,

	•	change the quorum or voting requirements under the indenture,

	•	after the occurrence of a Fundamental Change, modify the provisions with respect to the repurchase right of the holders upon a Fundamental Change in a manner adverse to holders,

	•	reduce the above-stated percentage of outstanding notes necessary to amend or supplement the indenture or waive defaults or compliance, or

	•	modify (with certain exceptions) any provisions of the indenture relating to modification and amendment of the indenture or waiver of compliance with conditions and defaults thereunder.

	•	a limited purpose trust company organized under the laws of the State of New York;

	•	a member of the Federal Reserve System;

	•	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

	•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

	•	certain financial institutions;

	•	insurance companies;

	•	dealers and certain traders in securities;

	•	persons holding the notes or our common stock as part of a “straddle,” “hedge,” “conversion,” “constructive sale,” or similar transaction;

	•	United States Holders (as defined below) whose functional currency is not the U.S. dollar;

	•	certain former citizens or residents of the United States;

	•	partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and

	•	persons subject to the alternative minimum tax.

	•	a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or who meets the substantial presence residency test under U.S. federal income tax laws;

	•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

	•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source;

	•	a trust if (1) a court within the United States 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, or (2) a valid election is in place to treat the trust as a U.S. person.