SUPPLEMENTAL INDENTURE No. 2 dated as of December 29, 2005 among CENTURY ALUMINUM COMPANY, as Issuer NSA GENERAL PARTNERSHIP, as a Guarantor and WILMINGTON TRUST COMPANY, as Trustee 71/2% SENIOR NOTES DUE 2014
Exhibit
4.6
SUPPLEMENTAL INDENTURE No. 2
dated as of December 29, 2005
among
CENTURY ALUMINUM COMPANY,
as Issuer
as Issuer
NSA GENERAL PARTNERSHIP,
as a Guarantor
as a Guarantor
and
WILMINGTON TRUST COMPANY,
as Trustee
as Trustee
71/2% SENIOR NOTES DUE 2014
THIS SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), entered into as of December
29, 2005, and effective from and after December 20, 2005, among Century Aluminum Company, a
Delaware corporation (the “Company”), NSA General Partnership, a Kentucky general partnership, 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
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, effective from and after
December 20, 2005, 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 5. This Supplemental Indenture is an amendment supplemental to the Indenture
and the Indenture and this Supplemental Indenture will henceforth be read together.
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.
| CENTURY ALUMINUM COMPANY, as Issuer |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx |
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| Name: | Xxxxxx X. Xxxxxxxxx | |||||||||
| Title: | Vice President and Treasurer | |||||||||
| NSA GENERAL PARTNERSHIP, as a Guarantor |
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| By: | CENTURY KENTUCKY, INC., its general partner |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx |
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| Name: | Xxxxxx X. Xxxxxxxxx | |||||||||
| Title: | Vice President and Treasurer | |||||||||
| By: | SKYLINER, LLC, its general partner |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx |
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| Name: | Xxxxxx X. Xxxxxxxxx | |||||||||
| Title: | Vice President and Treasurer | |||||||||
| WILMINGTON TRUST COMPANY, as Trustee |
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| By: | /s/ Xxxxxxx X Xxxxx |
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| Name: | Xxxxxxx X. Xxxxx | |||||||||
| Title: | Financial Services Officer | |||||||||
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