CENTURY ALUMINUM COMPANYRegistration Rights Agreement • December 14th, 2004 • Century Aluminum Holdings, Inc. • Primary production of aluminum • New York
Century Aluminum Company, a Delaware corporation (the “COMPANY”), proposes to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC and Goldman, Sachs & Co. (collectively, the “INITIAL PURCHASERS”), upon the terms set forth in a purchase agreement dated July 30, 2004 (the “PURCHASE AGREEMENT”), $150,000,000 aggregate principal amount (plus up to an additional $25,000,000 principal amount) of its 1.75% Convertible Senior Notes due August 1, 2024 (the “INITIAL SECURITIES”). The Initial Securities will be convertible into a combination of cash or cash and shares of common stock, par value $0.01 per share, of the Company (the “COMMON STOCK”) upon the terms set forth in the Offering Circular dated July 30, 2004 (the “OFFERING CIRCULAR”). The Initial Securities will be issued pursuant to an Indenture, dated as of August 9, 2004 (the “INDENTURE”), among the Company and Wilmington Trust Company, as trustee (the “TRUSTEE”). As an inducement to the Initial Purchasers t
