exhibit10.htm


    
 

     

    


     

    TOLL
      CONVERSION AGREEMENT 2

     

    Contract
      no.
      161.06.27451-S

     

    THIS
      TOLL
      CONVERSION AGREEMENT 2 is entered into as of April 30, 2007, by Nordural ehf,
      a
      company organized and existing under the laws of the Republic of Iceland
      (“Nordural”), and Glencore AG, a company organized and existing
      under the laws of Switzerland (“Glencore”).

     

    Recitals

     

    A.           Nordural
      owns and operates an aluminum reduction plant at Grundartangi, Iceland (the
      “Plant”).

     

    B.           Nordural
      and Glencore agreed the delivery of Alumina by Glencore and the conversion
      of
      such Alumina into primary aluminum at the Plant, pursuant to the terms
      thereof.

     

    Terms
      of Agreement

     

    The
      parties hereto, intending legally to be bound by this Agreement, hereby agree
      as
      follows:

     

    Article
      I

     

    DEFINITIONS

     

    1.1  Definitions.  In
      this Agreement, unless inconsistent with the context, the words and expressions
      set forth below shall have the following meanings:

     

    “Affiliate”
      means any other person or entity directly or indirectly controlling, controlled
      by, or under common control with, such person or entity, whether through the
      ownership of voting securities, by contract or otherwise.

     

    “Alumina”
      means alumina meeting the Permitted Source Specifications.

     

    “Alumina
      Delivery” means the delivery of Alumina by Glencore duty unpaid at the
      Discharge Port pursuant to Section 3.1.2.

     

    “Alumina
      Load Port” means the port at which Alumina is loaded onto a Vessel for
      delivery to Nordural pursuant to the terms of this Agreement.

     

    “Aluminum
      Delivery” means the delivery by Nordural of Product pursuant to Section
      4.3.1.

     

    “Aluminum
      Load Port” means the port of Grundartangi, Iceland or such other port
      in Iceland as may be agreed between the parties.

     

    “Applicable
      Laws” means any applicable laws, codes, rules and regulations, any
      applicable judgments, decrees, writs and injunctions of any court, arbitration
      panel, arbitrator or Regulatory Authority and any applicable orders, licenses,
      permits, directives or other actions of any Regulatory Authority.

     

    “Bailed
      Property” means all Alumina delivered by Glencore pursuant to this
      Agreement from the point of Alumina Delivery to Nordural as specified in Section
      6.1.1 (including Alumina in transit from the Discharge Port, from the Discharge
      Port to the Plant, and Alumina in storage at the Plant), and all Product
      produced hereunder up to the point of delivery by Nordural to Glencore as
      specified in Article IV (including Product in transit to storage or in storage
      at the Plant), or any combination of the foregoing.  “Bailed
      Property” shall not include Alumina in the process of Conversion or in
      the metal pads in the pots or any residue, slag dross, bath or by-products
      of
      the Conversion process or remaining after the satisfying the conversion ratio
      set forth in section 4.1.

     

    “Contract
      Year” means the twelve (12)-month period from January 1 through
      December 31 of each year during which this Agreement is in effect, except that
      (i) for the year in which the Start Date occurs, “Contract
      Year” shall mean that portion of such year from the Start Date through
      December 31 of such year, and (ii) for the year in which the End Date occurs,
      “Contract Year” shall mean that portion of such year from January 1 through the
      End Date.

     

    “Conversion”
      means the electrolytic reduction of Alumina into molten aluminum and casting
      molten aluminum into primary aluminum, and the verb “convert” shall have the
      corresponding meaning.

     

    “Conversion
      Charge” shall have the meaning specified in Section 5.1.

     

    “Discharge
      Port” means the port of Grundartangi, Iceland, or such other port in
      Iceland as may be agreed by the parties.

     

    “End
      Date” shall have the meaning specified in Section 9.1.1.

     

    “Event
      of Default” shall have the meaning specified in Section
      10.1.

     

    “Force
      Majeure” shall have the meaning specified in Section 8.1.

     

    “Iceland
      Business Day” means any day other than a Saturday, Sunday or a day on
      which banking institutions in the Republic of Iceland are required or permitted
      to close.

     

    “Lien”
      means any mortgage, pledge, lien, charge, encumbrance, lease or other security
      interest of any kind.

     

    “LME”
      shall have the meaning specified in Section 5.1.3.

     

    “LME
      Price” shall have the meaning specified in Section 5.1.3.

     

    “Metal
      Premium” shall be calculated in accordance with Exhibit
      E.

     

    “MT”
      means a unit of metric weight equal to 1,000 kilograms or 2,204.62
      Pounds.

     

    “Nomination”
      shall have the meaning specified in Section 3.2.1.

     

    “Notices”
      shall have the meaning specified in Section 11.6.

     

    “Permitted
      Source” means any of the following sources of
      alumina:  Aughinish, EurAllumina, San Ciprian, Alunorte, Bauxilum,
      Suriname or any Jamaican source.

     

    “Permitted
      Source Specifications” shall have the meaning specified in Section
      3.3.

     

    “Plant”
      shall have the meaning specified in Recital A.

     

    “Pound”
      means a unit of weight of 16 ounces avoirdupois.

     

    “Product”
      means primary aluminum products in the form of ingot and sow converted on behalf
      of Glencore pursuant to the conversion ratio set forth in Section 4.1 and having
      the specifications set forth in Section 4.2.

     

    “Product
      Specifications” means the specifications for primary aluminum set forth
      in Exhibit D, as the same may be amended from time to time by agreement
      of the parties.

     

    “Quotation
      Period” means the month prior to the month of scheduled delivery,
      irrespective of physical delivery.

     

    “Regulatory
      Authority” means any national, regional, European Union, municipal,
      local or other government or any department, commission, board, agency or taxing
      authority thereof.

     

    “SHINC”
      means Sundays and holidays included, except:

     

    
      	
              Time

              Start

            	
               

              Date
                Start

            	
              Time

              End

            	
               

              Date
                End

            	
               

              Comment

            
	
              11:30

            	
              December
                24

            	
              7:30

            	
              December
                27

            	
              Christmas

            
	
              11:30

            	
              December
                31

            	
              7:30

            	
              January
                2

            	
              New
                year

            
	
              19:30

            	
              Friday
                before first Monday of August

               

            	
              7:30

            	
              Tuesday
                thereafter

            	
              “Labour
                day” weekend

            
	
              00:00

            	
              Thursday
                before Easter

            	
              7:30

            	
              Tuesday
                thereafter

            	
              Easter
                weekend

            
	
              00:00

            	
              June
                17

            	
              7:30

            	
              June
                18

            	
              Independence
                Day

            
	
              19:00

            	
              Friday
                before 7th
                weekend
                after Easter

            	
              7:30

            	
              Tuesday
                thereafter

            	 


    

     

    “Start
      Date” shall have the meaning specified in Section 2.1.

     

    “Vessel”
      means any vessel suitable for the transportation of Alumina nominated by
      Glencore pursuant to Section 3.2 and Exhibit A.

     

    1.2  References
      in Agreement.  In this Agreement, unless the context
      otherwise requires:

     

    1.2.1  References
      to an Article, Section or Exhibit shall be construed as references to that
      specific Article or Section of, or Exhibit to, this Agreement.

     

    1.2.2  References
      to a document (including this Agreement), or to any provision of any document,
      shall be construed as references to that document or provision as amended or
      supplemented from time to time upon the written agreement of the parties thereto
      and with any further consent which may be required.

     

    Article
      II

     

    TERM

     

    1.3  Term.  This
      Agreement shall be effective from the date of signing this contract and shall
      continue until year 2014 including, unless earlier terminated or extended as
      provided in this Agreement.

     

    1.4  Coordination
      of Alumina and Product Flow.  In order to make the flow of
      Alumina and Product hereunder efficient for the parties, Glencore and Nordural
      shall coordinate the timing of Alumina and Product shipments and deliveries,
      taking into consideration port availability and congestion, the Conversion
      process and storage and shipment scheduling to be made hereunder.  In
      connection therewith, Glencore and Nordural also shall discuss/meet at least
      quarterly to establish the laydays for Alumina and Product shipments to be
      made
      hereunder.

     

    Article
      III

     

    ALUMINA

     

    1.5  Alumina
      Delivery Obligations.

     

    1.5.1  Glencore
      shall deliver or cause to be delivered to Nordural for Conversion at the Plant
      tonnage as follows:

     

    


     

    Year
      2007:                                                  
    1st half 2007:  11'000MT (+/-5pct in
      Nordural's option)

     

    2nd
      half 2007: 25'000MT (+/-5pct in
      Nordural's option)

     

    Year
      2008:                                                      85'000MT
      per annum (+/-5pct in Nordural's option)

     

    Year
      2009-2014
      including:                         90'000MT
      per annum (+/-5pct in Nordural's option)

     

    


     

    of
      Alumina at the Discharge Port,
      under appropriate bills of lading or other documents of title; provided,
      however, that the annual quantity of Alumina required to be delivered hereunder
      shall be pro rated for any Contract Year of less than twelve (12)
      months.  Deliveries of Alumina hereunder shall be approximately evenly
      spread throughout each Contract Year except for Contract Year 2007 delivery
      of
      Alumina to be evenly spread per the half year requirements stated in 3.1.1
      above, and Glencore shall make monthly declaration of the quantities and dates
      of its Alumina Deliveries.  All Alumina Deliveries hereunder shall be
      deemed to occur when the Alumina passes the Vessel rail at the Discharge
      Port.

     

    The
      final
      applicable tonnage within the tolerance to be declared by Nordural by latest
      November 30th year prior year of delivery. In case of no declaration the nominal
      amount shall apply.

     

    If
      in
      respect of any contract year Nordural requires up to an additional 10'000MT
      Alumina per annum, Nordural shall inform Glencore of the requirement and
      Glencore shall have the option, exercisable within 10 (ten) Iceland Business
      Days, to supply that additional Alumina and offtake the additional Aluminum
      on
      the same terms and conditions of this contract.

     

    


     

    1.6  Alumina
      Delivery Procedures.

     

    1.6.1  Glencore
      shall give or cause to be given to Nordural a notice of nomination (the
“Nomination”) not less than twenty (20) days prior to the
      estimated time of sailing of the relevant Vessel.  The Nomination
      shall specify:

     

    
      	
              (a)  

            	
              the
                name of the Vessel or substitute;

            


    

     

    
      	
              (b)  

            	
              the
                Alumina Load Port;

            


    

     

    
      	
              (c)  

            	
              the
                approximate quantity of Alumina to be
                loaded;

            


    

     

    
      	
              (d)  

            	
              the
                estimated time of arrival of the Vessel at the Discharge
                Port;

            


    

     

    
      	
              (e)  

            	
              the
                source of the Alumina;

            


    

     

    
      	
              (f)  

            	
              confirmation
                that the Vessel crew has ITF or comparable labor contracts;
                and

            


    

     

    
      	
              (g)  

            	
              any
                other relevant details.

            


    

     

    1.6.2  Nordural
      shall notify Glencore of its acceptance or rejection of the Vessel within two
      (2) Iceland Business Days after its receipt of the
      Nomination.  Acceptance shall not be unreasonably
      withheld.

     

    1.6.3  Glencore
      is aware that Nordural has obligations to notify shipping schedules to the
      harbor authorities in Iceland, and Glencore will use reasonable efforts to
      notify the timing of individual shipments to Nordural as far in advance as
      possible.

     

    1.6.4  Delivery
      will be in accordance with the loading and discharge requirements specified
      in
Exhibit A.  Nordural shall provide Glencore reasonable advance
      notice regarding any changes to delivery schedules or the dock facility
      requirements at the Discharge Port during the term of this Agreement, and any
      change which materially impairs Glencore’s ability to meet its Alumina delivery
      obligations shall be subject to Glencore’s approval, which shall not be
      unreasonably withheld.

     

    1.6.5  Glencore
      shall be responsible for paying all costs, insurance and freight and all other
      standard and customary charges, but excluding harbor dues, to effect delivery
      of
      its Alumina on board the Vessel at the Discharge Port.  Nordural shall
      pay harbor dues, if any, related to Alumina Deliveries.

     

    1.6.6  The
      Vessel shall be discharged free of expense to Glencore at the rate of 6,000
      MT
      per weather working day of twenty-four (24) running hours, SHINC; provided
      the
      Vessel is in all respects ready and Nordural has full and unimpeded access
      to
      the Vessel’s holds.

     

    1.6.7  All
      charges for demurrage and half-despatch for Alumina unloading at the Discharge
      Port hereunder shall be for the account of Nordural. The demurrage/Despatch
      shall be as per the applicable Charter Party.

     

    1.6.8  Glencore
      undertakes that it will at all times use properly enclosed Vessels for delivery
      of Alumina to the Discharge Port so as to enable Nordural to comply with the
      obligations imposed under its environmental operating permit or similar
      licenses.

     

    1.6.9  Risk
      of
      loss and/or damage to all Alumina supplied by Glencore shall pass to Nordural
      when the Alumina passes the rail of the Vessel at the Discharge
      Port.

     

    1.7  Quality
      of Alumina; Source.  All Alumina to be delivered by Glencore
      hereunder shall be supplied from a Permitted Source and shall conform to the
      specifications set forth in Exhibit B (the “Permitted Source
      Specifications”).  If at any time during the term of this
      Agreement a particular alumina source nominated and/or used in the alumina
      to
      aluminum conversion process adversely impacts Nordural’s ability to convert the
      alumina into the aluminum quality set forth in Exhibit D and/or creates a
      legal or a governmental condition that adversely impacts the operating
      performance of the Nordural smelter in part or in whole, Nordural and Glencore
      agree to expeditiously work to together to find a mutually acceptable
      solution.

     

    1.8  Sampling
      and Analysis; Non-Conforming Alumina.  Alumina shall
      be sampled and analyzed at the Alumina Load Port in the manner and under the
      procedures set forth in Exhibit C, or as otherwise agreed from time to
      time by the parties.

     

    1.9  Weights.  Glencore
      shall deliver or cause to be delivered to Nordural documentation evidencing
      the
      bill of lading weight for each Alumina Delivery.  The bill of lading
      weight shall be determined by means of a Vessel displacement survey in the
      light
      and loaded condition at the Alumina Load Port, or by means of scale
      weights.  The bill of lading weight shall presumptively establish the
      loaded Alumina weight.  However, Nordural shall have the right to
      verify, at its own expense, such weight by draft survey.  If there is
      a discrepancy of greater than .2% between the weight as indicated on the bill
      of
      lading and the Nordural draft survey, Glencore shall pay the cost of surveying
      and the parties shall promptly meet and confer in good faith to determine what
      adjustment (if any) should be made to the presumptively established weight
      of
      such shipment.

     

    1.10  Stored
      Alumina.  There shall be no charge to Glencore for storage of
      Alumina delivered to Nordural in accordance with the terms of this
      Agreement.


    
      
        
        

      

      
        -1-

        
        

      

      
        
        

      

    


     

    Article
      IV

     

    CONVERSION;
      DELIVERY OF ALUMINUM

     

    1.11  Conversion
      Ratio.  From and after such time as the Phase V operation is
      completely started and running under normal standard conditions, Nordural will
      convert alumina delivered by Glencore hereunder into primary aluminum metal
      as
      specified in Section 4.2 at the rate of ** MT of alumina per MT of primary
      aluminum,
      provided that the Alumina delivered by Glencore meets the Permitted Source
      Specifications. It is understood the initial startup of Phase V of the smelter
      may cause some variations in aluminum production and quality. Nordural and
      Glencore to work together to find a mutually beneficial solution to these
      variations until such time as the Phase V operation is completely started and
      running under normal standard conditions. Nordural expects to have, without
      guarantee, Phase V production stabilized within six months after commissioning
      of the last smelting pot for Phase V. If Product (Aluminum) is produced which
      does not meet the minimum specification as described in Exhibit D of this
      Agreement, both parties to mutually agree on the applicable discounts for the
      quality variations.

     

    1.12  Aluminum
      Specifications.  Nordural will cast all aluminum metal
      produced hereunder to primary unalloyed aluminum ingots, in a standard weight
      of
      12 to 26 kilograms per ingot, packed in strapped bundles of approximately 1
      MT
      each, and meeting the specifications set forth in Exhibit
      D.  Notwithstanding the foregoing, Nordural may cast a maximum of
      10% of aluminum metal produced hereunder as sow with maximum piece weight of
      750
      kilograms each.  Nordural shall provide a chemical analysis for every
      batch of Product produced in accordance with this Agreement.

     

    1.13  Scheduling
      of Aluminum Delivery.

     

    1.13.1  Subject
      to Glencore’s compliance with its obligations relating to delivery of Alumina,
      Nordural shall deliver to Glencore the amount of Product produced per annum,
      based on the conversion ratio set forth in Section 4.1, for the Alumina
      delivered by Glencore to Nordural during such Contract Year.  The
      Product shall be delivered for transport as directed by Glencore, as evenly
      spread as practicable during each Contract Year; provided, however, that the
      annual quantity of Product required to be delivered hereunder shall be pro
      rated
      for any Contract Year of less than twelve (12) months.  Aluminum
      Delivery shall be deemed to occur when the Product passes the Vessel rail at
      the
      Aluminum Load Port.

     

    1.13.2  Glencore
      shall take delivery from Nordural of all Product converted for Glencore’s
      account in accordance with this Agreement.

     

    1.13.3  Nordural
      is to provide Glencore a 15 month rolling metal production forecast not later
      than 40 days prior to the month of shipment. If the actual aluminum shipped
      does
      not meet forecasted production for a given month, the next forecast will be
      adjusted accordingly. If a shortfall against actual production exists, the
      first
      tons of next months production will be delivered against the prior months
      pricing until the commitment has been fulfilled. If there are deliveries above
      the commitment, these deliveries will be priced according to next months pricing
      methodology.

     

    1.14  Releases;
      Stored Aluminum.

     

    1.14.1  Not
      less
      than seven (7) days prior to the date Glencore wishes to have Product loaded
      aboard a Vessel, Glencore shall give Nordural a release for each lot of Product
      confirming the tonnage and delivery dates of each such
      lot.  Glencore’s withdrawals of Product from storage shall be subject
      to reasonable limitations based upon the capacity of the loading facilities
      of
      the Plant.

     

    1.14.2  Nordural
      shall prepare such shipping or delivery documentation as may be reasonably
      required by Glencore (including bills of lading, analysis certificates, material
      safety data sheets, and certified weight certificates).

     

    1.14.3  At
      Glencore’s request, Nordural shall store up to 7,000 MT of Product in the
      aggregate at any time at the Plant under the Amended and Restated Toll
      Conversion Agreement dated 10 February 2005 and under the Toll Conversion
      Agreement 2 dated 21 August 2006. Nordural will make their reasonable effort
      to
      increase the storage of Aluminum at the Nordural smelter by additional 5'000MT
      up to a maximum of 12'000MT whenever practical and feasible. The additional
      storage allowance to be at Nordural's option but such not to be unreasonably
      withheld or denied.  Such storage may be open or
      enclosed.  All Product which Glencore requests be stored shall be
      placed in storage at the Plant as provided in Section 6.3.  There
      shall be no charge to Glencore for storage of up to 12,000 MT in the aggregate
      of Product at the Plant.  If Glencore requests Nordural to store more
      than 12,000 MT in the aggregate of Product, and Nordural is able to accommodate
      Glencore’s request, Glencore shall pay Nordural the reasonable costs Nordural
      incurs in making such accommodation.

     

    1.15  Weights
      and Analysis.  Product to be delivered by Nordural to
      Glencore shall be sampled and weighed by Nordural, and a certificate of such
      analysis shall accompany each shipment.  Weights and analyses so made
      shall be deemed to be correct, but Glencore shall have the right to verify,
      at
      its expense, weights within 30 days after Aluminum Delivery and analysis within
      30 days after delivery to final customer.  In the event Glencore
      disagrees with Nordural’s weight determination by an amount in excess of 0.2% or
      its analysis, the parties shall promptly meet and confer in good faith to reach
      agreement.  Any weight mistake in excess of 0.2% shall be promptly
      corrected by Nordural or Glencore, as the case may be.  If Nordural’s
      weight determination is 0.2% or greater less than the surveyor’s weight
      determination, the costs of such surveyor shall be borne by
      Nordural.  In all other cases it shall be borne by
      Glencore.  If the parties disagree regarding Aluminum quality, the
      procedure set forth for Alumina in Exhibit C (iii) shall apply mutatis
      mutandis.

     

    1.16  Loading
      Costs; Shipping Arrangements.The parties agree that Nordural’s costs of
      loading Product are less if Glencore ships Product by container.  They
      further agree they will cooperate with one another to the extent reasonably
      possible in making shipping arrangements which are in the best interests of
      both
      parties.  In this spirit, Glencore, at its option, shall arrange for
      either container Vessels or bulk Vessels to be brought into the Aluminum Loading
      Port.  Nordural, at its expense, shall make arrangements for Product
      to be containerized and transported, or transported in bulk, as the case may
      be,
      and in each case, from the Plant to the Aluminum Loading Port for delivery
      onto
      the Vessel arranged for by Glencore.  Nordural shall be responsible
      for stowing the Product on board such ship.  All costs of shipping
      shall be for Glencore’s account and paid directly by
      Glencore.  Nordural shall pay harbor fees, if any, associated with
      shipping Product from the Aluminum Loading Port.

     

    1.17  Point
      of Delivery; Transfer of Risk of Loss.  Risk
      of loss and/or damage to any Product supplied by Nordural shall pass to Glencore
      when the Product passes the Vessel’s rail at the Aluminum Loading
      Port.

     

     

    
      
        
        

      

      
        -2-

        
        

      

      
        
        

      

    

     

     

     

    Article
      V

     

    CONVERSION
      CHARGE AND PAYMENT TERMS

     

    1.18  Conversion
      Charge.  The “Conversion Charge” for each MT
      of Product delivered hereunder shall be as follows:

     

    1.18.1  *
      % of the LME Price plus the Metal Premium
      (calculated in accordance with Exhibit E);

     

    As
      used
      in this Agreement, the “LME Price” means the official London
      Metal Exchange (“LME”) High Grade cash settlement quotation, as
      published by Metal Bulletin, in U.S. dollars averaged over the Quotation
      Period.

     

    If
      the
      LME shall cease to trade aluminum or the aluminum settlement price of the LME
      is
      no longer published, “LME Price” shall mean the generally accepted substitute
      for such published price.  If there is no such generally accepted
      substitute the parties in good faith shall select a substitute.  If
      the parties cannot agree on a substitute, then either party may refer the
      determination to arbitration under Section 11.5.

     

    1.19  The
      Conversion Charge is based on Alumina delivery and covers the following
      services:

     

    1.19.1  unloading
      Alumina Vessel at the Discharge Port at a minimum rate of 6,000 MT per weather
      working day pro rata SHINC,

     

    1.19.2  use
      of
      storage facility at the Plant for maximum 37,000 MT of Alumina subject at all
      times to be within the physical constraints prevailing at the shipments/Vessel
      is nominated. Nordural and Glencore to work together to avoid inventory issues
      and constraints during the Contract Year;

     

    1.19.3  production
      of Product at the Plant;

     

    1.19.4  additional
      storage of up to 5'000 Mt of Product at the Plant at Nordural's option but
      same
      not to be unreasonably withheld.

     

    1.19.5  loading
      Product onto the Vessel pursuant to Section 4.6;

     

    1.19.6  delivery
      of Product as ingot in 1 MT bundles; and

     

    1.19.7  delivery
      of Product as sow in pieces.

     

    1.20  Invoices;
      General Payment Terms.  The Conversion Charge shall be
      invoiced weekly on Monday for Product produced by Nordural through the preceding
      Sunday.  Each invoice shall be payable by Glencore within five (5)
      days after receipt of invoice and respective Holding Certificate.

     

    1.21  Method
      of Payment.  All amounts required to be paid by Glencore to
      Nordural under this Agreement shall be paid in U.S. Dollars by wire transfer
      of
      immediately available funds to a bank account designated by
      Nordural.

     

     
      
        

      

    

     

    *  Confidential
      information has been omitted from
      this exhibit pursuant to a request for confidential treatment and filed
      separately with the Securities and Exchange Commission.

    
      
        
        

      

      
        -3-

        
        

      

      
        
        

      

    

     

    Article
      VI

     

    TITLE,
      STORAGE AND INSURANCE

     

    1.22  Title;
      Bailment.

     

    1.22.1  The
      bailment created by the performance of this Agreement shall commence when the
      Alumina is delivered by Glencore to Nordural (passing the Vessel’s rail at the
      Discharge Port) and shall terminate when the Product is delivered by Nordural
      to
      Glencore (passing the Vessel’s rail at the Aluminum Load Port) with the
      provisions of Article IV, and includes any period during which Product belonging
      to Glencore is stored at the Plant.

     

    1.22.2  Nordural
      covenants that all Bailed Property, shall be at all times free and clear of
      any
      Lien of any nature whatsoever, excluding only those Liens (i) created by or
      attributable to Glencore, or (ii) arising by operation of law and, except during
      the continuance of any breach by Glencore, Nordural shall not at any time
      directly or indirectly assert for its benefit, or create, incur, assume or
      suffer to exist for the benefit of any creditor, any Lien upon or with respect
      to the Bailed Property, title thereto or interest therein.  Nordural
      shall promptly, at its own expense, take such action as may be necessary to
      duly
      discharge any such Lien.

     

    1.22.3  Nordural
      acknowledges and agrees that by execution of this Agreement it does not have
      nor
      will it obtain, and by its performance under this Agreement it does not have
      nor
      will it obtain, any title to the Bailed Property or any property right or
      interest, legal or equitable therein, except for its right to possession for
      purposes of transportation, storage and Conversion as provided in this
      Agreement.  All Alumina delivered by Glencore under this Agreement
      shall be considered to have been delivered for Conversion only.  No
      Alumina or Aluminum shall be bought or sold hereunder, except as the parties
      may
      mutually agree in writing.  No Alumina shall be redelivered as Alumina
      except in the event this Agreement is terminated pursuant to Articles IX or
      X.  Nordural shall be deemed to be an ordinary bailee with respect to
      the Bailed Property and shall be obliged to replace, at its own expense, any
      Bailed Property which suffers any damage, loss, theft or destruction, partial
      or
      complete, while in the possession of Nordural.  Such replaced Bailed
      Property shall meet the specifications therefore required under this Agreement,
      and shall constitute accessions to the Bailed Property and title thereto shall
      vest and remain in Glencore.  Notwithstanding the foregoing provisions
      of this Section 6.1.4, in lieu of replacing any Bailed Property as provided
      above, Nordural may at its option pay damages to Glencore with respect to such
      Bailed Property to compensate Glencore for the loss or damage incurred. Any
      Alumina redelivered and any payment in respect of the Bailed Property shall
      be
      based on the conversion ratio set forth in Section 4.1.

     

    1.22.4  Nordural’s
      duties and performance under this Agreement shall be those of independent
      contractor and nothing contained in this Agreement shall be deemed to make
      Glencore a partner, joint venturer or otherwise liable for the performance
      of
      Nordural’s obligations under this Agreement or any other agreement or with
      respect to the operation of the Plant.

     

    1.22.5  Title
      and
      ownership of all Bailed Property shall remain vested in Glencore. Title to
      all
      Alumina in the metal pads, residue, slag, dross, bath and process by-products
      of
      the Conversion process and all materials Nordural uses in the Conversion
      process, and all alumina remaining after satisfying the conversion ratio set
      forth in Section 4.1 of this Agreement, shall be and remain in Nordural.
      Nordural shall be responsible for, and agrees to comply with all Applicable
      Laws
      relating to the disposition of such residue, slag, dross, bath, process
      by-products and materials.  Nordural will indemnify and hold harmless
      Glencore from and against any liabilities, costs and expenses incurred by
      Glencore resulting from the non-compliance by Nordural of Applicable Laws in
      connection with Nordural’s Conversion operations hereunder.

     

    1.22.6  Nordural
      shall maintain accurate, detailed and current inventory records in respect
      of
      all Bailed Property at the Plant or elsewhere and shall submit the same to
      Glencore on a weekly basis or upon Glencore’s request.  Glencore shall
      have the right, exercisable directly or through its accountants or other
      representatives, and at its own risk and expense, to verify each such inventory
      or Bailed Property during the Plant’s ordinary business office hours upon
      forty-eight (48) hours prior notice.

     

    1.22.7  Nordural
      hereby grants and shall continue to grant a security interest in favor of
      Glencore in and to all Bailed Property converted for Glencore
      hereunder.  Such grant of a security interest is intended by Nordural
      and Glencore to be solely as a precaution against the holding by any court
      of
      applicable jurisdiction (notwithstanding the intention of the parties hereto)
      that Glencore is not the owner of the Bailed Property.  Nordural
      agrees to execute and deliver to Glencore from time to time such documents
      and
      to take such other steps as are reasonably requested by Glencore to perfect
      such
      security interest.

     

    1.23  Taxes.  All
      taxes levied on or with respect to the Bailed Property shall be paid directly
      by
      Glencore.  Nordural shall promptly send to Glencore any notice or
      other communication received by Nordural relating to any such tax.

    

      

    

      

    
      *  Confidential
        information has been omitted from this exhibit pursuant to a request for
        confidential treatment and filed separately with the Securities and Exchange
        Commission.

    


    
      
        
        

      

      
        -4-

        
        

      

      
        
        

      

    


     

    1.24  Segregated
      Storage; Holding Certificates; Financing Statements.

     

    1.24.1  Nordural
      shall cause Product belonging to Glencore to be stored in segregated areas
      which
      may be out doors.  Promptly after receipt of Glencore’s shipment
      instructions, Nordural shall deliver Product to Glencore’s carrier at the
      Aluminum Load Port in accordance with Article IV of this Agreement.

     

    1.24.2  Nordural
      shall take measures to confirm Glencore's ownership as of all Bailed Property,
      including:

     

    
      	
              (a)  

            	
              marking
                such product with a distinctive mark acceptable to Glencore which
                shall be
                sufficient to identify that product as the property of
                Glencore,

            


    

     

    
      	
              (b)  

            	
              issuing
                a holding certificate in customary form reasonably acceptable to
                Glencore,
                and

            


    

     

    
      	
              (c)  

            	
              executing
                and filing financing statements and documents of a similar nature
                in favor
                of Glencore.

            


    

     

    1.25  Insurance.  Nordural
      shall maintain such insurance relating to Conversion and storage operations
      of
      the Plant as may be necessary to protect Glencore’s interests in the Bailed
      Property.  Nordural shall have no liability to Glencore for any loss
      of, or claim, relating to Glencore’s Alumina or Product stored at Nordural’s
      facilities, or any third party claims against Glencore, to the extent that
      Nordural is not able to recover under its insurance policies as a result of
      any
      act, neglect, error or omission on the part of Glencore or any of its employees
      or agents.

     

    Article
      VII

     

    WARRANTIES;
      LIMITATION OF LIABILITY

     

    1.26  Warranties.  Subject
      to Section 7.2, Nordural warrants that Product delivered to Glencore under
      this
      Agreement shall conform to the Product Specifications, and shall be free from
      defects in material and workmanship.  Glencore warrants that the
      Alumina it delivers for conversion under this Agreement shall conform to the
      specifications set forth in Exhibit B.

     

    1.27  Inspection
      and Non-Conforming Product.

     

    1.27.1  Provided
      it is produced from alumina which meets Permitted Source Specifications, all
      Product delivered hereunder shall meet the Product
      Specifications.  Product shall be subject to rejection by Glencore
      upon presentation of sufficient evidence by Glencore to Nordural of a failure
      to
      meet such specifications.  Should Glencore elect to reject any Product
      delivered hereunder for failure to meet such specifications, Nordural shall
      pay
      damages to Glencore with respect to such rejected Product as provided in Section
      7.2.3.  All Product shall remain subject to Glencore’s inspection
      rights notwithstanding any prior payment made therefore by
      Glencore.

     

    1.27.2  Glencore
      will be deemed to have accepted the weight of an Aluminum Delivery if it fails
      to give Nordural written notice of rejection within 30 days after Aluminum
      Delivery and the quality if it fails to give Nordural written notices of
      rejection within 30 after delivery to a final customer.  Such notice
      shall describe in reasonable detail the defects upon which rejection is
      based.

     

    1.27.3  If
      any
      Aluminum Delivery fails to conform to the warranties set forth in Section 7.1
      of
      this Agreement, and timely notice is given to Nordural, Nordural’s sole
      liability shall be to pay to Glencore the amount, if any, by which the market
      value of the Product as delivered is less than the market value of conforming
      Product, in each case determined as of the delivery date.  The
      foregoing limitation on Nordural’s liability shall not in any way affect
      Nordural’s obligation to deliver Product conforming to the specifications
      applicable under this Agreement with respect to particular Product deliveries,
      or limit Glencore’s right to treat Nordural’s repeated breach as an Event of
      Default.

     

    1.28  Warranty
      Limitation.  THE PARTIES EXPRESSLY AGREE THAT NO WARRANTIES
      SHALL BE IMPLIED UNDER THIS AGREEMENT, WHETHER OF UTILITY OR OF FITNESS FOR
      ANY
      PARTICULAR PURPOSE OR MERCHANTABILITY OR OF ANY OTHER TYPE, AND FURTHER THAT
      NO
      WARRANTIES OF ANY SORT ARE MADE HEREUNDER EXCEPT THE WARRANTIES EXPRESSLY STATED
      IN SECTION 7.1.

     

    Article
      VIII

     

    FORCE
      MAJEURE

     

    1.29  Force
      Majeure.  If the performance of this Agreement by a party
      (other than the giving of any notice required to be given or payment of monies
      due under this Agreement) is hindered, delayed or prevented, directly or
      indirectly, by reason of any war, conditions of war, acts of enemies, national
      emergency, revolution, riots, sabotage or other similar disorders; failure
      of
      transportation; fire, flood, windstorm, explosion, or other acts of God;
      strikes, lock-outs, or other labor disturbances; delay in construction of
      electrical power plants or power transmission lines required to provide
      electrical power to the Plant; breakdown of plants or equipment; inability
      for
      any of the reasons set forth herein to secure or delay in securing machinery,
      equipment, materials, supplies, transportation, transportation facilities,
      fuel
      or power; orders or acts of any government or governmental agency or authority;
      interference by civil or military authority; or any other cause whether or
      not
      of the nature or character specifically enumerated above which is beyond the
      reasonable control of such party (“Force Majeure”) (i) such
      party shall be excused from the performance of this Agreement (other than giving
      of any notice required to be given or payment of monies due under this
      Agreement) while and to the extent that such party is hindered, delayed or
      prevented from so performing by Force Majeure, and (ii) the performance of
      this
      Agreement shall be resumed as soon as practicable after such Force Majeure
      is
      removed.  In general, events, such as increases in the price of
      electrical power, which prevent the Plant from operating profitably, shall
      not
      be considered events of Force Majeure.  However, Nordural’s inability
      to obtain power would be a Force Majeure.

     

    1.30  Either
      party shall give notice to the other as soon as practicable after the occurrence
      of Force Majeure and insofar as known, the probable extent to which such party
      will be unable to perform or be delayed in performing its
      obligations.  The party claiming Force Majeure shall exercise due
      diligence to eliminate or remedy any such causes hindering, delaying or
      preventing its performance and shall give the other party prompt written notice
      when that has been accomplished; provided, however, that the settlement of
      strikes or other events of labor unrest will be entirely within the discretion
      of the party having the difficulty and that such party will not be required
      to
      settle such strikes or labor unrest by acceding to the demands of the opposing
      party when such course of action is deemed inadvisable in the discretion of
      the
      party having the difficulty.

     

    1.31  The
      term
      of this Agreement shall be extended for the duration of any Force Majeure and
      the Conversion Charge for each Aluminum Delivery in effect for the extended
      term
      shall be the same as the Conversion Charge in effect for Aluminum Deliveries
      scheduled but not delivered during the period of Force Majeure.

     

    Article
      IX

     

    TERMINATION;
      EFFECT OF TERMINATION

     

    1.32  Termination.  In
      addition to any termination arising under Article X, this Agreement shall
      terminate on the earliest of:

     

    1.32.1  By
      December 31st, 2014, or if any Force Majeure contemplated by Section 8.1 occurs,
      such later date as is determined by extending the End Date by the duration
      of
      the period of Force Majeure, or such later date agreed to by the parties in
      writing; or

     

    1.32.2  The
      date
      on which Glencore or Nordural terminates this Agreement in accordance with
      Article 10 by reason of an Event of Default.

     

    1.33  Effect
      of Termination.

     

    1.33.1  Glencore’s
      obligation to make Alumina Deliveries shall terminate as follows:

     

    
      	
              (a)  

            	
              If
                termination occurs under Section 9.1.1, on the date upon which Glencore
                shall complete Alumina Delivery of the quantity of Alumina required
                to
                permit conversion and Aluminum Delivery by the relevant termination
                date
                under Section 9.1.1; or

            


    

     

    
      	
              (b)  

            	
              If
                termination occurs under Section 9.1.2, on the date upon which this
                Agreement is terminated.

            


    

     

    1.33.2  Termination
      of this Agreement for whatever reason shall not affect:

     

    
      	
              (a)  

            	
              Nordural’s
                duty to complete the conversion of any Alumina then in process (unless
                the
                Plant’s operations have ceased), and to store and deliver to Glencore,
                as
                specified by Glencore, any Bailed Property in Nordural’s
                possession;

            


    

     

    
      	
              (b)  

            	
              Glencore’s
                duty to pay Nordural any Conversion Charges with respect to Aluminum
                Deliveries theretofore made by Nordural or for Aluminum Deliveries
                thereafter made by Nordural for Alumina in process of being converted
                at
                the time of termination;

            


    

     

    
      	
              (c)  

            	
              Any
                other duties of either party which by their nature are to be performed
                after termination of this Agreement;
                or

            


    

     

    
      	
              (d)  

            	
              Nordural’s
                warranties regarding Product under Article
                VII.

            


    


    
      
        
        

      

      
        -5-

        
        

      

      
        
        

      

    


     

    Article
      X

     

    TERMINATION
      FOR DEFAULT

     

    1.34  Grounds
      for Termination.  After the occurrence of any of the
      following events (each an “Event of Default”), then the
      non-defaulting party may terminate this Agreement by notice to the
      other:

     

    1.34.1  The
      other
      party fails to perform or breaches any provision of this Agreement (other than
      any failure or breach excused by reason of Force Majeure under Article VIII),
      and such failure or breach is not remedied within a period of thirty (30) days
      after notice from the party not in default to the other party.

     

    1.34.2  The
      other
      party:

     

    
      	
              (a)  

            	
              consents
                to the appointment of a receiver, trustee or liquidator of itself
                or of a
                substantial part of its property, or admits in writing its inability
                to
                pay its debts generally as they come due, or makes a general assignment
                for the benefit of creditors; or

            


    

     

    
      	
              (b)  

            	
              files
                a voluntary petition in bankruptcy or a voluntary petition or an
                answer
                seeking reorganization in a proceeding under any bankruptcy or insolvency
                law (as now or hereafter in effect) or any other now existing or
                future
                law providing for the reorganization or winding-up of corporations,
                or
                providing for an agreement, composition, extension or adjustment
                with its
                creditors; or

            


    

     

    
      	
              (c)  

            	
              is
                named the debtor or a defendant in any case, action or proceeding
                under
                any law referred to in clause (b) filed against the other party,
                and such
                action or proceeding is not withdrawn or dismissed within sixty (60)
                days
                after it is commenced.

            


    

     

    1.34.3  Any
      material provision of this Agreement shall at any time for any reason cease
      to
      be binding on or enforceable against the other party, or shall be declared
      to be
      null and void, or the validity or enforceability thereof shall be contested
      by
      the other party or any Regulatory Authority, or the other party shall deny
      that
      it has any further liability or obligation under this Agreement.

     

    1.34.4  The
      performance by the other party of substantially all of its obligations under
      this Agreement is prevented by reason of Force Majeure which shall have
      continued for a period of more than six (6) months.

     

    1.34.5  Any
      of
      the Bailed Property is attached or seized pursuant to a court order in
      connection with a legal proceeding instituted against the other party, or is
      subjected to levy in execution of judgment, and such order or levy is not
      vacated, dismissed or stayed within thirty (30) days.

     

    1.35  Consequences
      of Termination for Default.  If this Agreement is terminated
      by reason of an Event of Default as provided in Section 10.1, upon Glencore’s
      demand and by the date specified in such demand, and upon payment of any
      Conversion Charges and all other amounts then due and payable, Nordural shall
      deliver all Bailed Property to Glencore at the Plant free and clear of all
      Liens
      created by Nordural and in the condition required by this
      Agreement.  The risk and all costs of assembling the Bailed Property,
      ready for shipment, shall be borne by Nordural unless this Agreement is
      terminated by Nordural, in which event all such risk and costs shall be borne
      by
      Glencore.  Nordural consents and agrees that if it fails to perform
      its obligations to deliver the Bailed Property to Glencore as required above,
      Glencore may enter the Plant and surrounding property and remove all Bailed
      Property at Nordural’s cost.

     

    Article
      XI

     

    MISCELLANEOUS

     

    1.36  Entire
      Agreement; Amendment.  This Agreement constitutes the entire
      agreement of the parties hereto with respect to the subject matter hereof and
      supersedes any prior expressions of intent or understandings with respect to
      such subject matter.  This Agreement may only be amended, modified,
      supplemented or released by an instrument in writing signed by a duly authorized
      officer of each of the parties.

     

    1.37  Headings.  Headings
      used in this Agreement are for convenience of reference only, and shall not
      limit or otherwise affect the scope or interpretation of any
      provision.

     

    1.38  Waiver;
      Cumulative Rights.  The failure, or delay, of either party to
      require performance by the other of any provision of this Agreement shall not
      affect such party’s right to require performance of that provision unless and
      until performance has been waived in writing.  Each and every right
      granted under this Agreement or any other document or instrument delivered
      hereunder or in connection herewith, or allowed at law or in equity, shall
      be
      cumulative and may be exercised in part or in whole from time to
      time.

     

    1.39  Governing
      Law.  This Agreement shall be subject to and construed under
      the laws of the State of New York, U.S.A., excluding the rules of conflicts
      or
      choice of law and excluding the United Nations Convention on Contracts for
      the
      International Sale of Goods.

     

    1.40  Dispute
      Resolution.  Any controversy arising out of or relating to
      this Agreement shall be settled by arbitration administered in accordance with
      the commercial arbitration rules of the American Arbitration
      Association.  The arbitration panel shall consist of three (3)
      arbitrators.  The arbitration proceedings shall take place in New
      York, New York, U.S.A. and shall be conducted in the English
      language.  The decision of the arbitral panel shall be final and
      binding upon the parties and non-appealable.  Judgment on the award
      may be entered and enforced in any court having jurisdiction over the party
      against whom such judgment is sought to be entered or enforced.

     

    1.41  Notices.  All
      notices, demands or other communications (collectively,
“Notices”) required or permitted to be given under this
      Agreement shall be in writing, either delivered by hand to the other party
      at
      that party’s address set forth below, or sent by prepaid air overnight or
      express courier or by facsimile transmission, to the other party’s address and
      facsimile number (if applicable) set forth below, and shall be effective on
      the
      date the hand delivery, air overnight or express courier or facsimile
      transmission is received by the other party.  A copy of the text of
      any Notice given by facsimile transmission shall be sent by prepaid air
      overnight or express courier or delivered by hand, to the address set forth
      below within a reasonable time thereafter, provided such confirmation shall
      not
      be required if the recipient acknowledges receipt of the facsimile
      Notice.


    
      
        
        

      

      
        -6-

        
        

      

      
        
        

      

    


     

    Notices
      shall be sent:

     

    If
      to
      Nordural:

     

    Nordural
      ehf

    301
      Akranes

    Grundartangi

    Iceland

    Attention:  Managing
      Director

    Facsimile
      No.:  (354) 430-1001

     

    with
      a
      copy to:

     

    Century
      Aluminum Company

    2511
      Garden Road

    Building
      A, Suite 200

    Monterey,
      CA  93940

    Attention:  General
      Counsel

    Facsimile
      No.:  (831) 642-9328

     

     

    If
      to
      Glencore:

     

    Glencore
      AG

    Baarermattstrasse
      3

    P.O.
      Box
      777

    CH-6341
      Baar

    Switzerland

    Attention:  Alumina/Aluminum
      Department

    Phone:  41
      41 709 2000

    Facsimile
      No.:  41 41 709 3000

     

    


    


     

    Any
      change in the address or facsimile transmission number of a party (or copy
      recipient) for the purposes of Notice under this Section shall be communicated
      to the other parties in the manner set forth in this Section for providing
      Notice.

     

     

     

    1.42  Illegality;
      Severability.

     

    1.42.1  The
      various provisions of this Agreement shall be considered legally severable,
      and
      if any provision of this Agreement or the application of any such provision
      to
      any party or circumstances shall be held invalid by a court of competent
      jurisdiction, the remainder of this Agreement, including without limitation
      the
      remainder of the provision held invalid, or the application of such provision
      to
      any party or circumstances other than those as to which it is held invalid,
      shall not be affected thereby.

     

    1.42.2  If
      any
      provision of this Agreement is prohibited or unenforceable in any jurisdiction,
      such fact alone shall not render such provision invalid or unenforceable in
      any
      other jurisdiction.

     

    1.42.3  To
      the
      extent permitted by Applicable Laws, each of Nordural and Glencore hereby waives
      any provision of Applicable Laws which renders any provision of this Agreement
      prohibited or unenforceable in any respect.

     

    1.43  Counterparts.  This
      Agreement may be signed in any number of counterparts, and any single
      counterpart or a set of counterparts signed, in either case, by all the parties
      hereto shall constitute a full and original agreement for all
      purposes.

     

    1.44  Assignment.  Except
      as set forth below, no assignment, delegation or subcontracting of any of the
      rights or duties of any party to a non-Affiliate of such party shall be
      permitted without the written consent of the other party, and any purported
      assignment without such written consent shall be null and
      void.  Nordural shall also have the right to assign its interest to
      its lenders as may be required by Nordural’s loan agreements.

    



    
      
        
        

      

      
        -7-

        
        

      

      
        
        

      

    


     

    The
      parties have caused this Agreement to be duly executed as of the date first
      above written, whereupon it enters into full force and effect in accordance
      with
      its terms.

    


    NORDURAL
      EHF

    


    By:                                                                

     

    Name:                                                                

     

    Title:                                                                

    


    


    GLENCORE
      AG

    


    By:                                                                

     

    Name:                                                                

     

    Title:                                                                


    
      
        
        

      

      
        -8-

        
        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

    LOADING/DISCHARGE
      CONDITIONS IN GRUNDARTANGI PORT

     

    Length
      of
      key:                                                                400
      meters

     

    Draft:                                                      13
      – 14 meters

     

    Cranes:                                           No
      cranes on harbor.  Mobile cranes available


    
      
        
        

      

      
        -9-

        
        

      

      
        
        

      

    


     

    EXHIBIT
      B

     

    PERMITTED
      SOURCE SPECIFICATIONS FOR ALUMINA

    
 

    AUGHINISH
      (AUG) ALUMINA SPECIFICATIONS

    AUGHINISH/IRELAND

     

    


    TYPICAL                                                                   PRODUCER

    GUARANTEES

    ------------                                                                   -------------------

    


    Al2O3                                                                                                           
      98.500                      MIN

    Na2O                                                  %                                                         0.370                      0.500  MAX

    Fe2O3                                                  %                                                         0.018                      0.030  MAX

    CaO              %                                 0.008                                                             0.025  MAX

    SiO2                                                  %                                                         0.009                      0.020  MAX

    TiO2                                                  %                                                         0.001                      0.005  MAX

    V2O5                                                                                                           0.003                      0.006  MAX

    P2O5                                                  %                                                         0.001                      0.0025  MAX

    ZnO              %                                 0.002                                                             0.004  MAX

    


    


    


    


    


    BET   m2/gr                                            69.000                                                               60
      MIN/80 MAX

    LOI
      (300-1100
      C)   %                                                                                                           
0.700                      1.20  MAX

    -
      325
      Mesh  %                                             
7.000                                                              12.00  MAX

    Attrition
      Index                                            10.000                                                               20.00
      MAX

    Alpha
      Alumina                                            <5.000

     

    



    
      
        
        

      

      
        -10-

        
        

      

      
        
        

      

    


    EURALLUMINA
      (EUR) ALUMINA SPECIFICATIONS

    PORTO
      VESME/ITALY

     

    


    TYPICAL                                                                   PRODUCER

    GUARANTEES

    ------------                                                                   -------------------

    


    Al2O3                   %                          99.400                                                               99.000
      MIN

    SiO2                   %                           
      0.010                                                              
0.020                      MAX

    Fe2O3                   %                           
      0.015                                                              
0.020                      MAX

    TiO2                   %                           
      0.003                                                              
0.004                      MAX

    V2O5                   %                           
      0.002                                                              
0.004                      MAX

    Na2O                   %                           
      0.330                                                              
0.450                      MAX

    CaO                   %                           
      0.019                                                              
0.030                      MAX

    P2O5                   %                           
      0.001                                                              
0.002                      MAX

    ZnO                   %                           
      0.001                                                              
0.002                      MAX

    MnO2                   %                           
      0.001                                                              
0.001                      MAX

    


    


    LOI
      (300-1000
      C)  %                                                                                                           0.820                      1.00MAX

    +
      100
      Mesh  %                                              0.700                                                             5.00                      MAX

    -
      325
      Mesh  %                                              4.000                                                             10.00                      MAX

    BET   m2/gr                                            75.000                                                               65
      MIN/90 MAX

    Alpha
      alumina
      %                                               5-10                                                            4
      MIN/20 MAX

    Angle
      of
      repose                                                                                                           33           MAX

     

    



    
      
        
        

      

      
        -11-

        
        

      

      
        
        

      

    


    ALCOA/INESPAL
      (ESP) ALUMINA SPECIFICATIONS

    SAN
      CIPRIAN/SPAIN

     

    


    TYPICAL                                                                   PRODUCER

                                                    GUARANTEES

    ------------                                                                   -------------------

    


    Chemical
      Specification:

    


    SiO2                   %                           0.007                                                             
      0.020  MAX

    Fe203                   %                           0.020                                                             
      0.025  MAX

    Na2O                   %                           0.350                                                             
      0.500  MAX

    CaO                   %                           0.005                                                             
      0.030  MAX

    TiO2                   %                           0.003                                                             
      0.005  MAX

    ZnO                   %                           0.001                                                             
      0.005  MAX

    P2O5                   %                              NR                                                           
      0.003  MAX

    V2O5                   %                           0.002                                                             
      0.005  MAX

    Ga2O3                                                  %                                                         0.010                      
      0.020  MAX

    


    


    


    Physical
      Specification:

    


    +
      100
      Mesh
      %                                                
3.0                                                           10.00  MAX

    -
      325
      Mesh
      %                                                
9.0                                                           12.00  MAX

    -
      20
      micron%
      *                                                
2.0                                                           
3.00  MAX

    LOI
      (300-1000oC)
      %                                                                                                           
0.6                      
1.20  MAX

    Surface
      Area (BET)
      m2/g                                                                                                           70.0                      60
      MIN - 80 MAX

    


    


    


    *
      Effective March 01, 2000 measured by Coulter LS100Q Laser
      instrument.

     

    



    
      
        
        

      

      
        -12-

        
        

      

      
        
        

      

    


    ALUNORTE
      (ANO) ALUMINA SPECIFICATIONS

    VILA
      DO CONDE/BRASIL

     

    


    TYPICAL                                                                   PRODUCER

    GUARANTEES

    ------------                                                                   -------------------

    


    SiO2                   %                           0.015                                                             0.025  MAX

    Fe2O3                   %                           
      0.015                                                              
0.025  MAX

    TiO2                   %                           
      0.002                                                              
0.005  MAX

    V2O5                   %                           
      0.002                                                              
0.005  MAX

    Na2O                   %                           
      0.400                                                              
0.500  MAX

    CaO                   %                           0.025                                                             
      0.050  MAX

    P2O5                   %                           
      0.001                                                              
0.003  MAX

    ZnO                   %                           
      0.003                                                              
0.008  MAX

    MnO                                             
      0.001                                                              
0.002  MAX

    


    


    


    LOI
      (300-1000o C)
      %                                                                                                              ---                      
1.00  MAX

    +
      100
      Mesh  %                                               
0.50                                                             
2.00  MAX

    -
      325
      Mesh  %                                               
8.00                                                             
10.00  MAX

    BET
      m2/gr                                              60.00

    Alpha
      Phase
      %                                               
5.00                                                             10.00  MAX

    Bulk
      Density
      (g/l)1000                                                                                                              1050

     

    



    
      
        
        

      

      
        -13-

        
        

      

      
        
        

      

    


    INTERALUMINA
      (INT) ALUMINA SPECIFICATIONS

    PORTO
      MATANZAS/VENEZUELA

     

    


    TYPICAL                                                                   PRODUCER

                                                    GUARANTEES

    ------------                                                                   --------------------

    


    Al2O3%                                            98.500                                                               98.350                      MIN

    SiO2  %                                             
      0.011                                                              
0.030                      MAX

    Fe2O3
      %                                             
0.010                                                              
0.030                      MAX

    TiO2  %                                             
      0.002                                                              
0.005                      MAX

    V2O5  %                                             
      0.002                                                              
0.003                      MAX

    Na2O  %                                             
      0.460                                                              
0.600                      MAX

    CaO   %                                             
      0.025                                                              
0.050                      MAX

    P2O5  %                                             
      0.001                                                              
0.002                      MAX

    ZnO   %                                             
      0.003

    


    


    Moisture
      (0-300
      C)%                                                                                                           
0.90

    LOI
      (300-1000 C)
      %                                                                                                           
0.85                      
1.00MAX

    +
      100
      Mesh
      %                                               
3.00                                                             10.00                      MAX

    -
      325
      Mesh
      %                                               
9.00                                                             12.00                      MAX

    BET
      m2/gr                                              74.00

    Bulk
      Density  g/l                                               1200

     

    



    
      
        
        

      

      
        -14-

        
        

      

      
        
        

      

    


    SURINAM
      (SUR) ALUMINA SPECIFICATIONS

    PARANAM/SURINAM

     

    


    TYPICAL                                                                   PRODUCER

    GUARANTEES

    -------------                                                                    --------------------

    


    Al2O3  %                                                                                                           98.300
      MIN

    SiO2     %                                              0.015                                                             
      0.030 MAX

    Fe2O3  %                                             
      0.010                                                              
0.030 MAX

    TiO2     %                                             
      0.003                                                              
0.005 MAX

    V2O5   %                                             
      0.002                                                              
0.005 MAX

    Na2O   %                                             
      0.470                                                              
0.600 MAX

    CaO     %                                             
      0.045                                                              
0.060 MAX

    P2O5    %                                              0.001                                                             
      0.003 MAX

    ZnO      %                                              0.001                                                             
      0.005 MAX

    


    


    LOI
      (300-1200
      C)  %                                                                                                           
0.80                      
1.20  MAX

    +
      100
      Mesh  %                                                                                                           10.00  MAX

    -
      325
      Mesh  %                                               
9.50                                                             12.00  MAX

    BET   m2/gr                                              65.00

     

    



    
      
        
        

      

      
        -15-

        
        

      

      
        
        

      

    


    WINDALCO
      JAMAICA (WIN) ALUMINA SPECIFICATIONS

    PORT
      ESQUIVEL/JAMAICA

     

    


    TYPICAL                                                                   PRODUCER

    GUARANTEES

    ------------                                                                   -------------------

    


    Al2O3                   %                          98.500                                                               98.350  MIN

    SiO2                   %                           
      0.022                                                              0.030  MAX

    Fe2O3                   %                           
      0.009                                                              
0.030  MAX

    TiO2                   %                           
      0.001                                                              
0.005  MAX

    V2O5                   %                           
      0.001                                                              
0.005  MAX

    Na2O                   %                           
      0.420                                                              
0.600  MAX

    CaO                   %                           0.040                                                             
      0.070  MAX

    P2O5                   %                           
      0.001                                                              
0.003  MAX

    ZnO                   %                           
      0.010                                                              
0.020  MAX

    


    


    


    LOI
      (300-1100 C)
      %                                                                                                           0.95                      
1.20   MAX

    -
      325
      Mesh
      %                                               8.00                                                            12.00   MAX

    BET
      m2/gr                                                                                                           80/90

     

    



    
      
        
        

      

      
        -16-

        
        

      

      
        
        

      

    


    ALPART
      (ALP) ALUMINA SPECIFICATIONS

    PORT
      KAISER/JAMAICA

     

    


    TYPICAL                                                                   PRODUCER

    GUARANTEES

    ------------                                                                   -------------------

    


    Chemical
      Properties:

    


    SiO2                   %                         
      0.0110                                                                0.0150  MAX

    Fe2O3                   %                         
      0.0090                                                                
0.0140  MAX

    Na2O                   %                         
      0.3700                                                                0.5000  MAX

    CaO                   %                         
      0.0350                                                                
0.0500  MAX

    ZnO                   %                         
      0.0090                                                                
0.0120  MAX

    MnO2                   %                         
      0.0013                                                                
0.0020  MAX

    TiO2                   %                         
      0.0012                                                                
0.0020  MAX

    V2O5                   %                         
      0.0024                                                                
0.0045  MAX

    P2O5                   %                         
      0.0008                                                                
0.0015  MAX

    


    


    


    Physical
      Properties:

    


    Loss
      on
      Ignition

    (300-1000
      C)
      %                                               
0.85                                                                        1.10  MAX

    -
      45
      microns (1) %
      7.50                                                                                                                      9.00  MAX

    +150
      microns     %
      7.00                                                                                                                     11.00  MAX

    -
      20
      microns     %                                               
1.20                                                                        1.80  MAX

    Specific
      Surface Aera

    BET
      m2/gr                                              75.00                                                                        60
      MIN/85 MAX

    Attrition
      Index  %18.00                                                                                                                     25.00  MAX

     

     

    
      
        
        

      

      
        -17-

        
        

      

      
        
        

      

    

     

    


      JAMALCO
        ALUMINA SPECIFICATION

      


      
        	
                Chemical
                  Specification

                 

              	 
	 	
                Typical

                (%)

              	
                Guaranteed

                (%)

              
	
                SiO2

              	
                0.012

              	
                0.020
                  max.

              
	
                Fe2O3

              	
                0.014

              	
                0.020
                  max.

              
	
                Na2O

              	
                0.38

              	
                0.50
                  max.

              
	
                CaO

              	
                0.050

              	
                0.060
                  max.

              
	
                TiO2

              	
                0.002

              	
                0.005
                  max.

              
	
                ZnO

              	
                0.013

              	
                0.020
                  max.

              
	
                P2O5

              	
                0.0015

              	
                0.003
                  max.

              
	
                V2O5

              	
                0.002

              	
                0.005
                  max.

              
	
                Ga2O3

              	
                0.006

              	
                0.010
                  max.

              


      

      


      


      
        	
                Physical
                  Specification

                 

              	 	 
	
                +100
                  mesh

              	
                3

              	
                15
                  max

              
	
                -325
                  mesh

              	
                8.5

              	
                12   “

              
	
                -20
                  micron

              	
                1.7

              	
                3.0  “

              
	
                L.O.I.
                  (300-1000oC)

              	
                0.6

              	
                1.1  “

              
	
                 

                Surface Area (BET) (Reg.)

              	
                m2/g

                67-77

              	
                m2/g

                60min
–
80
                  max

              


      

      


      


      Prepared
        by                                  :
        W.H. Brancalhoni

      Revision
        #                                    :
        9.0

      Revision
        Date                               :
        February 1st, 2005

      Document                                      :
        h\data\tech\customers\current specs\jamspec2005.doc



    



    
      
        
        

      

      
        -18-

        
        

      

      
        
        

      

    

     

     

    EXHIBIT
      C

     

    PROCEDURES
      FOR SAMPLING AND ANALYSIS OF ALUMINA

     

    
      	
              (i)

            	
              A
                representative sample of each shipment of Alumina shall be taken
                in
                accordance with the sampling procedures applicable at the Alumina
                Load
                Port.  Nordural shall have the right to have a representative
                present (at Nordural’s expense) at such sampling.  The sample so
                taken shall be divided into three portions using generally accepted
                laboratory techniques.  One portion shall be promptly dispatched
                to Nordural, one portion is for Glencore and one portion (the referee
                sample) shall be held at the alumina production plant for ninety
                days
                after the date of the relevant shipment and then disposed of unless
                Nordural or Glencore have requested (in writing) that it be retained
                longer.

            


    

     

    
      	
              (ii)

            	
              Within
                thirty days after receipt of the sample dispatched to Nordural, Nordural
                may notify Glencore (with a copy to the production plant holding
                the
                referee sample) that the Alumina delivered does not conform to the
                contractual specification set forth in Exhibit B and the extent of
                that non-conformity.  If Nordural does not notify Glencore
                within this time the Alumina so delivered shall be deemed to comply
                with
                the above specification.  If Nordural does notify Glencore
                within this time, Glencore shall advise Nordural within twenty-one
                days
                after such notification is received whether or not Glencore agrees
                with
                Nordural’s analysis.  If Glencore does not agree, the referee
                sample will be analyzed as soon as possible by a referee laboratory
                mutually acceptable to the parties.  The referee laboratory will
                analyze the referee sample in accordance with the applicable analytical
                procedures adopted under the ISO standards and a copy of its analysis
                shall be made available to both parties.  The cost of any
                referee analysis will be shared equally by Glencore and
                Nordural.

            


    

     

    
      	
              (iii)

            	
              If
                the analysis of the referee laboratory indicates that the referee
                sample
                does not conform to the contractual specification set out in Exhibit
                B or if Glencore accepts that the alumina does not so conform,
                Glencore and Nordural shall within twenty-one days of such decision
                meet
                in good faith to determine whether a reasonable or mutually acceptable
                adjustment of the Conversion Charge can be made to compensate Nordural
                for
                the shipment of Alumina not meeting the contractual
                specification.

            


    

     

    In
      any
      case, such difference will not be regarded by Nordural as a cause of rejection
      of the cargo.  For the avoidance of doubt, in determining the
      adjustment to be made to the Conversion Charge, regard shall be had to any
      increase in production costs at the Plant resulting from the reduction of
      alumina not conforming to the contractual specifications set out in Exhibit
      B.

     

    In
      the
      event Glencore and Nordural do not reach a mutually acceptable arrangement,
      the
      arbitration provisions under Section 11.5 shall apply.

     

    


     

    



    
      
        
        

      

      
        -19-

        
        

      

      
        
        

      

    


     

    EXHIBIT
      D

     

    PRODUCT
      SPECIFICATIONS

     

    Product
      delivered under this Agreement shall conform to the following:

     

    Al           minimum
      99.70%

     

    Si                                                      maximum
      0.10%

     

    Fe                                                      maximum
      0.20%

     

    meeting
      specifications for P1020

     

    


     

    


     

    



    
      
        
        

      

      
        -20-

        
        

      

      
        
        

      

    


    EXHIBIT
      E

     

    CALCULATION
      OF METAL PREMIUM

    


    The
      metal
      premium will be calculated for each shipment of Product as follows:

    


    
      	
              1)  

            	
              In
                the event that the 6% duty on imported aluminum into the European
                Union
                (“EU”) is in place and the European Commission has not
                announced in the form of publication or otherwise that the duty will
                be
                eliminated, the metal premium shall be * % of the LME
                + (*  % x (DP-UP)) . DP= The Rotterdam duty paid premium as
                quoted by MB forthe month prior to the scheduled month of delivery.
                UP=
                The Rotterdam duty unpaid premium as quoted by MB for the month prior
                to
                the schedule month of delivery.  Nordural
                will be under no obligation to reimburse Glencore if the calculation
                under
                the above
                metal premium formula is in favor of
                Glencore.

            


    

    
    

    
      	
              2)  

            	
               In
                the event that a change to the duty or a change to Iceland's duty-free
                status has been announced, Glencore and Nordural shall meet within
                30 days
                of such announcement to negotiate in good faith a premium to cover
                Product
                delivered during the transition period.  The transition period
                shall be defined as the period beginning with the month in which
                the
                change has been announced and ending in the month prior to the month
                in
                which the change will go into
                effect.

            


    

    


    
      	
              3)  

            	
              Once
                a change to the duty or a change to Iceland's duty-free status has
                gone
                into effect, the metal premium shall be * % of the greater
                of:

            


    

    


    
      	
              a)  

            	
              The
                European premium indicator /HG cash bid as quoted in the final issue
                of
                Metal Bulletin for the contractual month of shipment minus the freight
                rate from Grundartangi to Rotterdam (both parties shall discuss and
                reset
                the freight rate every 6 months to reflect the prevailing market
                conditions);

            


    

    


    or

    


    
      	
              b)  

            	
               The
                actual premium achieved by Glencore in taking the Product to a destination
                other than Rotterdam.  This premium shall be net of all expenses
                Glencore actually incurs related to delivering the Product to the
                alternate destination and selling the Product.  These expenses
                may include nominal interest Glencore may be charged internally for
                inventory holding and receivable terms purposes.  Such interest
                shall not exceed LIBOR plus * %. At Nordural’s request, Glencore
                shall provide Nordural with a detailed written explanation of such
                costs,
                and Nordural shall have the right to audit such
                costs.

            


    

    .

    ____________________

    * Confidential
      information has been
      omitted from this exhibit pursuant to a request for confidential treatment
      and
      filed separately with the Securities and Exchange
      Commission.


    
      
        
        

      

      
        -21-