exhibit4_2.htm


    
 

    
      

      

    

    
 

    


     

    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
      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

               

            
	
              By:

            	 
	
              Name:Steven
                Schneider

            
	
              Title:Chief
                Accounting Officer

            


    

    


    
      	
              CENTURY
                ALUMINUM DEVELOPMENT LLC, as a Guarantor

               

            
	
              By:

            	 
	
              Name:Robert
                R. Nielsen

            
	
              Title:Secretary

            


    

    


    


    
      	
              WILMINGTON
                TRUST COMPANY, as Trustee

               

            
	
              By:

            	 
	
              Name:Kristin
                L. Moore

            
	
              Title:Senior
                Financial Services Officer

            


    

    



    
      
        
        

      

      
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