exhibit4_1.htm


     

    
      

      

    

     

    
 

    


    SUPPLEMENTAL
      INDENTURE No. 6

    


    


    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

    


    
      


    

    


    1.75%
      CONVERTIBLE SENIOR NOTES DUE AUGUST 1, 2024

    


     

     

    
 

    
      

      

    

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    THIS
      SUPPLEMENTAL INDENTURE NO. 6 (this “Supplemental Indenture”),
      entered into as of  April 20, 2007, is among Century Aluminum Company,
      a corporation duly organized under the laws of the State of Delaware (the
“Company”), Century Aluminum Development LLC, a limited
      liability organized under the laws of Delaware, as a Guarantor (the
“Undersigned”) and Wilmington Trust Company, as trustee (the
“Trustee”).

     

    RECITALS

     

    WHEREAS,
      the Company and the Trustee entered into the Indenture, dated as of August
      9,
      2004 (the “Original Indenture,” as amended by Supplemental
      Indenture No. 1, dated as of October 26, 2004, between the Company and the
      Trustee, Supplemental Indenture No. 2, dated as of October 26, 2004, among
      the
      Company, the Guarantors party thereto and the Trustee, Supplemental Indenture
      No. 3, dated as of July 25, 2005, among the Company, Century Aluminum of
      Kentucky LLC and the Trustee, Supplemental Indenture No. 4, dated as of December
      29, 2005, among the Company, NSA General Partnership and the Trustee,
      Supplemental Indenture No. 5, dated as of December 21, 2006, among the Company,
      Century California, LLC and the Trustee, and as amended and supplemented by
      this
      Supplemental Indenture, hereinafter called the “Indenture”),
      relating to the Company’s 1.75% Convertible Senior Notes due August 1, 2024 (the
“Securities”);

     

    WHEREAS,
      the Company has agreed in Section 6.09 of the Indenture to cause certain of
      its
      Subsidiaries to provide Securities Guaranties in certain circumstances;
      and

     

    WHEREAS,
      the Undersigned is required pursuant to such Section 6.09 to execute and deliver
      this Supplemental Indenture to evidence its Securities Guaranty.

     

    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 on the terms set forth
      below.

     

    Section
      3.  Subject to the provisions in this Supplemental Indenture, the
      Guarantor hereby irrevocably and unconditionally guarantees, jointly and
      severally, on a senior unsecured basis, the full and punctual payment (or
      delivery, as the case may be), if and when due, of (i) the principal amount
      or
      interest due on any Security, whether on the Final Maturity Date, upon
      redemption or repurchase, or otherwise, (ii) the Make Whole Premium payable,
      if
      any, on any Security, and (iii) all other amounts payable by the Company under
      the Indenture (including, without limitation, the Company’s obligation to
      deliver Cash, Common Stock, or other securities, assets or property (including
      Cash) upon conversion of the Securities).  Upon failure by the
      Company to pay (or deliver, as the case may be) punctually any such amount
      if
      and when due, the Guarantor shall forthwith on demand pay (or deliver, as the
      case may be) the amount (or consideration) not so paid (or delivered) at the
      place and in the manner specified in the Indenture. To the extent
      that the Company has an election to
      deliver the form of payment, the Guarantor shall have the same right of
      election.


    
      
        
        

      

      
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    Section
      4.  The obligations of the Guarantor are unconditional and absolute
      and, without limiting the generality of the foregoing, will not be released,
      discharged or otherwise affected by

     

    (i)           any
      extension, renewal, settlement, compromise, waiver or release in respect of
      any
      obligation of the Company under the Indenture or any Security, by operation
      of
      law or otherwise;

     

    (ii)           any
      modification or amendment of or supplement to the Indenture or any
      Security;

     

    (iii)                      any
      change in the corporate existence, structure or ownership of the Company, or
      any
      insolvency, bankruptcy, reorganization or other similar proceeding affecting
      the
      Company or its assets or any resulting release or discharge of any obligation
      of
      the Company contained in the Indenture or any Security;

     

    (iv)                      the
      existence of any claim, set-off or other rights which the Guarantor may have
      at
      any time against the Company, the Trustee or any other Person, whether in
      connection with the Indenture or any unrelated transactions; provided
      that nothing herein prevents the assertion of any such claim by separate suit
      or
      compulsory counterclaim;

     

    (v)           any
      invalidity or unenforceability relating to or against the Company for any reason
      of the Indenture or any Security, or any provision of applicable law or
      regulation purporting to prohibit the payment by the Company of the principal
      amount, Make Whole Premium, if any, or interest due on any Security or any
      other
      amount payable by the Company under the Indenture; or

     

    (vi)                      any
      other act or omission to act or delay of any kind by the Company, the Trustee
      or
      any other Person or any other circumstance whatsoever which might, but for
      the
      provisions of this paragraph, constitute a legal or equitable discharge of
      or
      defense to the Guarantor’s obligations hereunder.

     

    Section
      5.  The Guarantor’s obligations under its
      Securities Guaranty will remain in full force and effect until the principal
      of,
      Make Whole Premium, if any, and interest on the Securities and all other amounts
      payable by the Company (including, without limitation, the Company’s obligation
      to deliver Cash, Common Stock, or other securities, assets or property
      (including Cash) upon conversion of the Securities) under the Indenture have
      been paid in full.  If at any time any payment of the principal of,
      Make Whole Premium, if any, or interest on any Security or any other amount
      payable by the Company (including, without limitation, the Company’s obligation
      to deliver Cash, Common Stock, or other securities, assets or property
      (including Cash) upon conversion of the Securities) under the Indenture is
      rescinded or must be otherwise restored or returned upon the insolvency,
      bankruptcy or reorganization of the Company or otherwise, the Guarantor’s
      obligations hereunder with respect to such payment will be reinstated as though
      such payment had been due but not made at such time.

     

    Section
      6.  Each
      Guarantor irrevocably waives acceptance hereof, presentment, demand, protest
      and
      any notice not provided for herein, as well as any requirement that at any
      time
      any action be taken by any Person against the Company or any other
      Person.


    
      
        
        

      

      
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    Section
      7.  Upon making any
      payment with respect to any obligation of the Company pursuant to this
      Supplemental Indenture, the Guarantor making such payment will be subrogated
      to
      the rights of the payee against the Company with respect to such obligation;
      provided that the Guarantor may not enforce either any right of
      subrogation, or any right to receive payment in the nature of contribution,
      or
      otherwise, from any other Guarantor, with respect to such payment so long as
      any
      amount payable by the Company hereunder or under the Securities remains
      unpaid.

     

    Section
      8.  If acceleration
      of the time for payment of any amount payable by the Company under the Indenture
      or the Securities is stayed upon the insolvency, bankruptcy or reorganization
      of
      the Company, all such amounts otherwise subject to acceleration under the terms
      of the Indenture are nonetheless payable by the Guarantor hereunder forthwith
      on
      demand by the Trustee or the Holders.

     

    Section
      9.  Notwithstanding
      anything to the contrary in this Supplemental Indenture, the Guarantor, and
      by
      its acceptance of Securities, each Holder, hereby confirms that it is the
      intention of all such parties that the Securities Guaranty of such Guarantor
      not
      constitute a fraudulent conveyance under applicable fraudulent conveyance
      provisions of the United States Bankruptcy Code or any comparable provision
      of
      state law.  To effectuate that intention, the Trustee, the Holders and
      the Guarantor hereby irrevocably agree that the obligations of  the
      Guarantor under its Securities Guaranty are limited to the maximum amount that
      would not render the Guarantor’s obligations subject to avoidance under
      applicable fraudulent conveyance provisions of the United States Bankruptcy
      Code
      or any comparable provision of state law.

    Section
      10.  The
      execution by the Undersigned of this Supplemental Indenture evidences the
      Securities Guaranty of such Guarantor, whether or not the person signing as
      an
      officer of the Guarantor still holds that office at the time of authentication
      of any Security.  The delivery of any Security by the Trustee after
      authentication constitutes due delivery of the Securities Guaranty set forth
      in
      the Indenture on behalf of the Guarantor.

     

    Section
      11.  The Securities
      Guaranty of the Guarantor will terminate and be automatically released upon
      the
      release or discharge of the guarantee of the Senior Notes of such Guarantor
      as
      set forth in Section 6.09(b) of the Indenture.

     

    Section
      12.  This
      Supplemental Indenture shall be governed by and construed in accordance with
      the
      laws of the State of New York.

     

    Section
      13.  This
      Supplemental Indenture may be signed in various counterparts which together
      will
      constitute one and the same instrument.

     

    Section
      14.  This
      Supplemental Indenture is an amendment supplemental to the Indenture and the
      Indenture and this Supplemental Indenture will henceforth be read
      together.

     

    Section
      15. The recitals contained in this Supplemental Indenture shall be taken as
      the
      statements of the Company and the Guarantors, and the Trustee assumes no
      responsibility for their correctness. The Trustee makes no representations
      as to
      the validity or sufficiency of this Supplemental Indenture.


    
      
        
        

      

      
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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

               

            
	
              By:

            	 
	
              Name:
                Steve Schneider

            
	
              Title:Chief
                Accounting Officer

            
	 


    

    


    


    
      	
              WILMINGTON
                TRUST COMPANY, as Trustee

               

            
	
              By:

            	 
	
              Name:Kristin
                L. Moore

            
	
              Title:Senior
                Financial Services Officer

            


    

    


    


    
      	
              CENTURY
                ALUMINUM DEVELOPMENT LLC, as a Guarantor

               

            
	
              By:

            	 
	
              Name:Robert
                R. Nielsen

            
	
              Title:Secretary

            


    

    


    



    
      
        
        

      

      
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