SUPPLEMENTAL INDENTURE No. 4 dated as of April 20, 2007 among CENTURY ALUMINUM COMPANY, as Issuer CENTURY ALUMINUM DEVELOPMENT LLC as a Guarantor and WILMINGTON TRUST COMPANY, as Trustee
SUPPLEMENTAL
INDENTURE No. 4
dated
as
of April 20, 2007
among
CENTURY
ALUMINUM COMPANY,
as
Issuer
CENTURY
ALUMINUM DEVELOPMENT LLC
as
a
Guarantor
and
WILMINGTON
TRUST COMPANY,
as
Trustee
________________________
7
1/2%
SENIOR NOTES DUE
2014
THIS
SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”),
entered into as of April 20, 2007, among Century Aluminum Company, a
Delaware corporation (the “Company”), Century Aluminum
Development LLC, a Delaware limited liability company, as a Guarantor (the
“Undersigned”) and Wilmington Trust Company, as trustee (the
“Trustee”).
RECITALS
WHEREAS,
the Company, the Guarantors
party thereto and the Trustee entered into the Indenture, dated as of August
26,
2004 (the "Indenture"),
relating to the Company’s
71/2%
Senior Notes due 2014 (the
"Notes"),
as amended by Supplemental
Indenture No. 1, dated as of July 25, 2005, among the Company, Century
Aluminum of Kentucky LLC and the Trustee, and Supplemental Indenture No. 2,
dated as of December 29, 2005, among the Company, NSA
General Partnership and the Trustee, and Supplemental Indenture No. 3, dated
as
of December 21, 2006, among the Company, Century California LLC and the Trustee;
and
WHEREAS,
as a condition to the Trustee entering into the Indenture and the purchase
of
the Notes by the Holders, the Company agreed pursuant to the Indenture to cause
any newly acquired or created Domestic Restricted Subsidiaries (other than
Foreign-Owned Parent Holding Companies) to provide Guaranties.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and intending to be legally bound, the parties to this Supplemental
Indenture, hereby agree as follows:
Section
1. Capitalized terms used herein and not otherwise defined herein
are used as defined in the Indenture.
Section
2. The Undersigned, by its execution of this Supplemental
Indenture, agrees to be a Guarantor under the Indenture and to be bound by
the
terms of the Indenture applicable to Guarantors, including, but not limited
to,
Article 10 thereof.
Section
3. This Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
Section
4. This Supplemental Indenture may be signed in various
counterparts which together will constitute one and the same
instrument.
Section
6. The Trustee makes no representation as to the validity or
adequacy of this Supplemental Indenture or the recitals contained
herein.
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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first above written.
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CENTURY
ALUMINUM COMPANY, as Issuer
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By:
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Name:Xxxxxx
Xxxxxxxxx
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Title:Chief
Accounting Officer
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CENTURY
ALUMINUM DEVELOPMENT LLC, as a Guarantor
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By:
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Name:Xxxxxx
X. Xxxxxxx
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Title:Secretary
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WILMINGTON
TRUST COMPANY, as Trustee
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By:
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Name:Xxxxxxx
X. Xxxxx
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Title:Senior
Financial Services Officer
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