<PAGE>   1
                                                                     Exhibit 4.2


                          =============================



                            CENTURY ALUMINUM COMPANY,
                                    AS ISSUER

                           THE GUARANTORS PARTY HERETO

                                       AND

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE





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


                                    INDENTURE

                            DATED AS OF APRIL 2, 2001

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



                                     11 3/4%
                       SENIOR SECURED FIRST MORTGAGE NOTES
                                    DUE 2008





                         =============================
<PAGE>   2
                              CROSS-REFERENCE TABLE


TIA Sections                                                  Indenture Sections
------------                                                  ------------------

Section  310  (a)...........................................................7.10
              (b).....................................................7.03, 7.08
Section  311    ............................................................7.03
Section  312    ...........................................................12.02
Section  313    ............................................................7.06
Section  314  (a).....................................................4.17, 4.18
              (b)...........................................................4.18
              (c)..........................................................12.04
              (d)..........................................................11.02
              (e)..........................................................12.05
Section  315  (a).....................................................7.01, 7.02
              (b).....................................................7.02, 7.05
              (c)...........................................................7.01
              (d)...........................................................7.02
              (e).....................................................6.12, 7.02
Section  316  (a).........................................2.05, 6.02, 6.04, 6.05
              (b).....................................................6.06, 6.07
              (c)..........................................................12.02
Section  317  (a) (1).......................................................6.08
              (a) (2).......................................................6.09
              (b)...........................................................2.03
Section  318    ...........................................................12.01
<PAGE>   3
                                    RECITALS


                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.....................................................1
SECTION 1.02.  Rules of Construction..........................................27

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01.  Form, Dating and Denominations 144A,Reg S; Legends.............28
SECTION 2.02.  Execution and Authentication; Exchange Notes...................29
SECTION 2.03.  Registrar, Paying Agent and Authenticating Agent; Paying
   Agent to Hold Money in Trust...............................................30
SECTION 2.04.  Replacement Notes..............................................30
SECTION 2.05.  Outstanding Notes..............................................30
SECTION 2.06.  Temporary Notes................................................31
SECTION 2.07.  Cancellation...................................................31
SECTION 2.08.  CUSIP and CINS Numbers.........................................31
SECTION 2.09.  Registration, Transfer and Exchange............................32
SECTION 2.10.  Restrictions on Transfer and Exchange..........................35
SECTION 2.11.  Temporary Offshore Global Notes................................36

                                    ARTICLE 3
                          REDEMPTION; OFFER TO PURCHASE

SECTION 3.01.  Optional Redemption............................................37
SECTION 3.02.  Redemption with Proceeds of Public Equity Offering.............37
SECTION 3.03.  Method and Effect of Redemption................................38
SECTION 3.04.  Offer to Purchase..............................................39

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01.  Payment of Notes...............................................41
SECTION 4.02.  Maintenance of Office or Agency................................42
SECTION 4.03.  Existence......................................................42
SECTION 4.04.  Payment of Taxes and Other Claims..............................42
SECTION 4.05.  Maintenance of Properties and Insurance........................42
SECTION 4.06.  Limitation on Debt and Disqualified or Preferred Stock.........43
SECTION 4.07.  Limitation on Restricted Payments..............................45
SECTION 4.08.  Limitation on Liens............................................48
SECTION 4.09.  Limitation on Dividend and Other Payment Restrictions
   Affecting Restricted Subsidiaries..........................................49


                                        i
<PAGE>   4
SECTION 4.10.  Limitation on Sale or Issuance of Equity Interests of
   Restricted Subsidiaries....................................................50
SECTION 4.11.  Guaranties by Restricted Subsidiaries..........................51
SECTION 4.12.  Repurchase of Notes upon a Change of Control...................51
SECTION 4.13.  Limitation on Asset Sales......................................51
SECTION 4.14.  Limitation on Transactions with Shareholders and Affiliates....53
SECTION 4.15.  Line of Business...............................................54
SECTION 4.16.  Designation of Restricted and Unrestricted Subsidiaries........54
SECTION 4.17.  Financial Reports..............................................56
SECTION 4.18.  Reports to Trustee.............................................57
SECTION 4.19.  Impairment of Security Interest; Further Assurances............58
SECTION 4.20.  Limitations on Certain Activities by Century Aluminum of
   Kentucky LLC...............................................................58

                                    ARTICLE 5
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 5.01.  Consolidation, Merger or Sale of Assets by the Company;
   No Lease of All or Substantially All Assets................................61
SECTION 5.02.  Consolidation, Merger or Sale of Assets by a Guarantor.........62

                                    ARTICLE 6
                              DEFAULT AND REMEDIES

SECTION 6.01.  Events of Default..............................................63
SECTION 6.02.  Acceleration...................................................64
SECTION 6.03.  Other Remedies.................................................65
SECTION 6.04.  Waiver of Past Defaults........................................65
SECTION 6.05.  Control by Majority............................................65
SECTION 6.06.  Limitation on Suits............................................65
SECTION 6.07.  Rights of Holders to Receive Payment...........................66
SECTION 6.08.  Collection Suit by Trustee.....................................66
SECTION 6.09.  Trustee May File Proofs of Claim...............................66
SECTION 6.10.  Priorities.....................................................67
SECTION 6.11.  Restoration of Rights and Remedies.............................67
SECTION 6.12.  Undertaking for Costs..........................................67
SECTION 6.13.  Rights and Remedies Cumulative.................................67
SECTION 6.14.  Delay or Omission Not Waiver...................................68
SECTION 6.15.  Waiver of Stay, Extension or Usury Laws........................68

                                    ARTICLE 7
                                   THE TRUSTEE

SECTION 7.01.  General........................................................68
SECTION 7.02.  Certain Rights of Trustee......................................68
SECTION 7.03.  Individual Rights of Trustee...................................70
SECTION 7.04.  Trustee's Disclaimer...........................................70


                                       ii
<PAGE>   5
SECTION 7.05.  Notice of Default..............................................70
SECTION 7.06.  Reports by Trustee to Holders..................................71
SECTION 7.07.  Compensation and Indemnity.....................................71
SECTION 7.08.  Replacement of Trustee.........................................71
SECTION 7.09.  Successor Trustee by Merger....................................72
SECTION 7.10.  Eligibility....................................................73
SECTION 7.11.  Money Held in Trust............................................73
SECTION 7.12.  Collateral Agent...............................................73

                                    ARTICLE 8
                            DEFEASANCE AND DISCHARGE

SECTION 8.01.  Discharge of Company's Obligations.............................74
SECTION 8.02.  Legal Defeasance...............................................74
SECTION 8.03.  Covenant Defeasance............................................76
SECTION 8.04.  Application of Trust Money.....................................76
SECTION 8.05.  Repayment to Company...........................................76
SECTION 8.06.  Reinstatement..................................................77

                                    ARTICLE 9
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.  Amendments Without Consent of Holders..........................77
SECTION 9.02.  Amendments With Consent of Holders.............................77
SECTION 9.03.  Effect of Consent..............................................79
SECTION 9.04.  Trustee's Rights and Obligations...............................79
SECTION 9.05.  Conformity with Trust Indenture Act............................79
SECTION 9.06.  Payments for Consents..........................................79

                                   ARTICLE 10
                                   GUARANTIES

SECTION 10.01.  The Guaranties................................................80
SECTION 10.02.  Guaranty Unconditional........................................80
SECTION 10.03.  Discharge; Reinstatement......................................81
SECTION 10.04.  Waiver by the Guarantors......................................81
SECTION 10.05.  Subrogation and Contribution..................................81
SECTION 10.06.  Stay of Acceleration..........................................81
SECTION 10.07.  Limitation on Amount of Guaranty..............................81
SECTION 10.08.  Execution and Delivery of Guaranty............................82
SECTION 10.09.  Release of Guaranty...........................................82

                                   ARTICLE 11
                              SECURITY ARRANGEMENTS

SECTION 11.01.  Security......................................................82
SECTION 11.02.  Disposition of Collateral.....................................83


                                       iii
<PAGE>   6
SECTION 11.03.  Cash Collateral Account.......................................85
SECTION 11.04.  Suits to Protect the Collateral...............................85
SECTION 11.05.  Determinations Relating to Collateral.........................86
SECTION 11.06.  Release upon Termination of the Company's Obligations.........86

                                   ARTICLE 12
                                  MISCELLANEOUS

SECTION 12.01.  Trust Indenture Act of 1939...................................86
SECTION 12.02.  Noteholder Communications; Noteholder Actions.................86
SECTION 12.03.  Notices.......................................................87
SECTION 12.04.  Certificate and Opinion as to Conditions Precedent............88
SECTION 12.05.  Statements Required in Certificate or Opinion.................88
SECTION 12.06.  Payment Date Other Than a Business Day........................89
SECTION 12.07.  Governing Law.................................................89
SECTION 12.08.  No Adverse Interpretation of Other Agreements.................89
SECTION 12.09.  Successors....................................................89
SECTION 12.10.  Duplicate Originals...........................................89
SECTION 12.11.  Separability..................................................89
SECTION 12.12.  Table of Contents and Headings................................89
SECTION 12.13.  No Liability of Directors, Officers, Employees,
   Incorporators and Stockholders.............................................89


                                    EXHIBITS

EXHIBIT A        Form of Note
EXHIBIT B        Form of Supplemental Indenture
EXHIBIT C        Restricted Legend
EXHIBIT D        DTC Legend
EXHIBIT E        Regulation S Certificate
EXHIBIT F        Rule 144A Certificate
EXHIBIT G        Institutional Accredited Investor Certificate
EXHIBIT H        Certificate of Beneficial Ownership
EXHIBIT I        Temporary Offshore Global Note Legend
EXHIBIT J        Officers' Certificate pursuant to Section 11.02


                                       iv
<PAGE>   7
        INDENTURE, dated as of April 2, 2001, among Century Aluminum Company, a
Delaware corporation, as the Company, the Guarantors party hereto and Wilmington
Trust Company, a Delaware banking corporation, as Trustee.

                                    RECITALS

        The Company has duly authorized the execution and delivery of the
Indenture to provide for the issuance of up to $325,000,000 aggregate principal
amount of the Company's 11 3/4% Senior Secured First Mortgage Notes Due 2008,
together with any Exchange Notes issued therefor, as provided herein (the
"NOTES"). All things necessary to make the Indenture a valid agreement of the
Company, in accordance with its terms, have been done, and the Company has done
all things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee under this Indenture and duly issued
by the Company, the valid obligations of the Company as hereinafter provided.

        In addition, the Guarantors party hereto have duly authorized the
execution and delivery of the Indenture as guarantors of the Notes. All things
necessary to make the Indenture a valid agreement of each Guarantor, in
accordance with its terms, have been done, and each Guarantor has done all
things necessary to make the Note Guaranties, when the Notes are executed by the
Company and authenticated and delivered by the Trustee under this Indenture and
duly issued by the Company, the valid obligations of such Guarantor as
hereinafter provided.

        This Indenture is subject to, and will be governed by, the provisions of
the Trust Indenture Act that are required to be a part of and govern indentures
qualified under the Trust Indenture Act.

                        THIS INDENTURE FURTHER WITNESSETH

        For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, the parties hereto covenant and agree, for the equal and
proportionate benefit of all Holders, as follows:



                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

        SECTION 1.01.  Definitions.

        "ACQUIRED DEBT" means Debt of a Person existing at the time the Person
merges with or into or becomes a Restricted Subsidiary and not Incurred in
connection with, or in contemplation of, the Person merging with or into or
becoming a Restricted Subsidiary.
<PAGE>   8
        "ADDITIONAL INTEREST" means additional interest owed to the Holders
pursuant to the Registration Rights Agreement.

        "AFFILIATE" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with") with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

        "AGENT" means any Registrar, Paying Agent or Authenticating Agent.

        "AGENT MEMBER" means a member of, or a participant in, the Depositary.

        "ASSET SALE"means any sale, lease (other than operating leases entered
into in the ordinary course of business), transfer or other disposition of any
assets by the Company or any Restricted Subsidiary, including by means of a
merger, consolidation or similar transaction or Sale and Leaseback Transaction
and including any sale or issuance of Equity Interests of any Restricted
Subsidiary (each of the above referred to as a "DISPOSITION"), provided that the
following are not included in the definition of "Asset Sale":

                (1) a disposition to the Company or a Wholly Owned Restricted
        Subsidiary, including the sale or issuance by the Company or any
        Restricted Subsidiary of any Equity Interests of any Restricted
        Subsidiary to the Company or any Wholly Owned Restricted Subsidiary (or,
        in the case of any Collateral, only to the Company or a Guarantor, and
        provided that such Collateral shall continue to comprise Collateral
        subject to the Security Documents on terms substantially no less
        favorable to the Holders of the Notes than those in existence
        immediately prior to such transfer);

                (2) the disposition by the Company or any Restricted Subsidiary
        in the ordinary course of business of (i) cash and cash management
        investments, (ii) inventory acquired or produced and held for sale or
        resale in the ordinary course of business, or (iii) rights granted to
        others pursuant to leases, subleases or licenses;

                (3) the sale or discount of accounts receivable arising in the
        ordinary course of business in connection with the compromise or
        collection thereof;

                (4) a transaction that is governed by Section 5.01;

                (5) a Restricted Payment permitted under Section 4.07 or a
        Permitted Investment;


                                        2
<PAGE>   9
                (6) any disposition in a transaction or series of related
        transactions of assets with a fair market value of less than $5.0
        million (or, in the case of Restricted Assets only, $1.0 million or
        less);

                (7) any disposition of Equity Interests of an Unrestricted
        Subsidiary;

                (8) the granting of a Lien, other than in connection with a Sale
        and Leaseback Transaction, if the Lien is granted in compliance with
        Section 4.08; or

                (9) any conveyance by the Company or a Restricted Subsidiary to
        Glencore or one of its Affiliates of an undivided interest in a part of
        the Hawesville facility owned wholly by the Company or such Restricted
        Subsidiary in exchange for an undivided interest in another part of the
        Hawesville facility owned wholly by Glencore or such Affiliate or any
        similar transaction, such that, after giving effect thereto, the Company
        or such Restricted Subsidiary owns an undivided 80% interest in the
        entire Hawesville facility, all substantially on the terms described in
        the Offering Circular under "The NSA Acquisition"; provided that the
        Company or such Restricted Subsidiary's interest in the Hawesville
        facility shall continue to comprise Collateral subject to the Security
        Documents on terms substantially no less favorable to the Holders of the
        Notes than those in existence with respect to the Company or such
        Restricted Subsidiary's interest in the Hawesville facility immediately
        prior to such transfer.

        "ATTRIBUTABLE DEBT" means, in respect of a Sale and Leaseback
Transaction, the present value, discounted at the interest rate implicit in the
Sale and Leaseback Transaction, of the total obligations of the lessee for
rental payments during the remaining term of the lease in the Sale and Leaseback
Transaction.

        "AUTHENTICATING AGENT" refers to a Person engaged to authenticate the
Notes in the stead of the Trustee.

        "AVERAGE LIFE" means, with respect to any Debt, the quotient obtained by
dividing (i) the sum of the products of (x) the number of years from the date of
determination to the dates of each successive scheduled principal payment of
such Debt and (y) the amount of such principal payment by (ii) the sum of all
such principal payments.

      "BANKRUPTCY DEFAULT" has the meaning assigned to such term in Section
6.01.

        "BOARD OF DIRECTORS" means the board of directors or comparable
governing body of the Company, or any committee thereof duly authorized to act
on its behalf.

        "BOARD RESOLUTION" means a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors which, as of the date of any certification thereof, remains in full
force and effect.


                                        3
<PAGE>   10
        "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City or in the city where the Corporate Trust
Office of the Trustee is located are authorized by law to close.

        "CAPITAL LEASE" means, with respect to any Person, any lease of any
property which, in conformity with GAAP, is required to be capitalized on the
balance sheet of such Person.

        "CAPITAL STOCK" means, with respect to any Person, any and all shares of
stock of a corporation, partnership interests or other equivalent interests
(however designated, whether voting or non-voting) in such Person's equity,
entitling the holder to receive a share of the profits and losses, and a
distribution of assets, after liabilities, of such Person.

        "CASH COLLATERAL ACCOUNT" means the cash collateral account under the
Pledge and Security Agreement.

        "CASH EQUIVALENTS" means

                (1) United States dollars, or money in other currencies received
        in the ordinary course of business,

                (2) U.S. Government Obligations with maturities not exceeding
        one year from the date of acquisition,

                (3) (i) demand deposits, (ii) time deposits and certificates of
        deposit with maturities of one year or less from the date of
        acquisition, (iii) bankers' acceptances with maturities not exceeding
        one year from the date of acquisition, and (iv) overnight bank deposits,
        in each case with any bank or trust company organized or licensed under
        the laws of the United States or any state thereof having capital,
        surplus and undivided profits in excess of $500 million whose short-term
        debt is rated "A-2" or higher by S&P or "P-2" or higher by Moody's,

                (4) repurchase obligations with a term of not more than seven
        days for underlying securities of the type described in clauses (2) and
        (3) above entered into with any financial institution meeting the
        qualifications specified in clause (3) above,

                (5) commercial paper rated at least P-1 by Moody's or A-1 by S&P
        and maturing within six months after the date of acquisition,

                (6) money market funds at least 95% of the assets of which
        consist of investments of the type described in clauses (1) through (5)
        above, and

                (7) in the case of a Foreign Restricted Subsidiary,
        substantially similar investments made in the ordinary course of
        business and denominated in the


                                       4
<PAGE>   11
        currency of any location where the Foreign Restricted Subsidiary
        conducts business.

        "CASUALTY EVENT" means any damage to, or destruction of, any real or
personal property or improvements that constitute Collateral.

        "CASUALTY PROCEEDS" means (i) with respect to any Condemnation Event,
all awards or payments received by the Company or any of its Subsidiaries by
reason of such Condemnation Event, including all amounts received with respect
to any transfer in lieu or anticipation of such Condemnation Event or in
settlement of any proceeding relating to such Condemnation Event, and (ii) with
respect to any Casualty Event, all insurance proceeds or payments with respect
to Collateral which the Company or any of its Subsidiaries receives under any
insurance policy by reason of such Casualty Event, plus the amounts of any
deductibles under insurance policies with respect to Collateral and, if the
Company or any Guarantor fails to maintain any insurance policy with respect to
Collateral, the amounts which would have been available thereunder with respect
to such Casualty Event had the Company or such Guarantor maintained an insurance
policy.

        "CAW" means Century Aluminum of West Virginia, Inc., a Delaware
corporation, and its successors.

        "CERTIFICATE OF BENEFICIAL OWNERSHIP" means a certificate substantially
in the form of Exhibit H.

        "CERTIFICATED NOTE" means a Note in registered individual form without
interest coupons.

        "CHANGE OF CONTROL" means:

                (1) the merger or consolidation of the Company with or into
        another Person or the merger of another Person with or into the Company,
        or the sale of all or substantially all the assets of the Company to
        another Person, (in each case, unless such other Person is a Permitted
        Holder) unless holders of a majority of the aggregate voting power of
        the Voting Stock of the Company, immediately prior to such transaction,
        hold securities of the surviving or transferee Person that represent,
        immediately after such transaction, at least a majority of the aggregate
        voting power of the Voting Stock of the surviving or transferee Person;

                (2) any "person" or "group" (as such terms are used for purposes
        of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
        Holders, is or becomes the "beneficial owner" (as such term is used in
        Rule 13d-3 under the Exchange Act), directly or indirectly, of more than
        40% of the total voting power of the Voting Stock of the Company;
        provided that indirect beneficial ownership of more than 40% of the
        total voting power of the Voting Stock of the Company through direct or
        indirect ownership of Voting Stock or Capital Stock


                                       5
<PAGE>   12
        of Glencore by (a) the then-current or former officers or employees of
        Glencore or any of its Subsidiaries (the "GLENCORE EMPLOYEES") and/or
        (b) by any Person controlled by the Glencore Employees shall not be
        deemed to constitute a Change of Control if the composition of the
        Glencore Employees continues to be comprised in a manner consistent with
        the manner in which it is comprised on the Issue Date;

                (3) during any period of two consecutive years after the Issue
        Date, individuals who at the beginning of any such period constituted
        the board of directors of the Company, together with any new directors
        whose election by the board of directors or whose nomination for
        election by the stockholders of the Company was approved by a majority
        of the directors then still in office who were either directors at the
        beginning of such period or whose election or nomination for election
        was previously so approved, cease for any reason to constitute a
        majority of the board of directors of the Company then in office; or

                (4) the adoption of a plan relating to the liquidation or
        dissolution of the Company.

        "CENTURY ALUMINUM OF KENTUCKY LLC" means Century Aluminum of Kentucky
LLC, a Delaware limited liability company, and its successors, including any
successor obligor pursuant to Section 4.20(e).

        "CLEARSTREAM" means Clearstream Banking SA and its successors.

        "COLLATERAL" means, collectively, all of the Company's or any of the
Guarantors' right, title and interest in the following:

                (1) the Mortgaged Property;

                (2) the Cash Collateral Account and all amounts and investments
        held therein;

                (3) any other assets pledged as collateral from time to time;
        and

                (4) proceeds of any and all of the foregoing;

provided that, notwithstanding anything in the foregoing to the contrary,
Collateral will not include any accounts receivable and inventory pledged as
collateral for the benefit of the lenders under the Credit Agreement, unless the
agent or representative of the lenders under the Credit Agreement consents in
writing to its inclusion as Collateral.

        "COLLATERAL AGENT" means the Trustee in its capacity as the Collateral
Agent or any collateral agent appointed by the Trustee pursuant to Section 7.12
and the Security Documents.

        "COLLATERAL REQUIREMENT" means the requirement that:


                                        6
<PAGE>   13
                (i)     all documents and instruments, including Uniform
        Commercial Code financing statements and Mortgages, required by law to
        be filed, registered or recorded to create the Liens intended to be
        created by the Security Documents and perfect or record such Liens as
        valid first Liens, free of any other Liens except for Permitted
        Encumbrances, shall have been filed, registered or recorded; and

                (ii)    the Collateral Agent shall have received, with respect
        to each Mortgaged Property,

                (w)     counterparts of a Mortgage duly executed and delivered
                        by the record owner of such Mortgaged Property,

                (x)     a policy or policies of title insurance issued by a
                        nationally recognized title insurance company (in an
                        amount equal to the appraised value of such property as
                        determined not more than six months prior to the
                        issuance of the applicable policy) insuring the Lien of
                        each such Mortgage as a valid first Lien on the
                        Mortgaged Property described therein, free of any other
                        Liens except for Permitted Encumbrances, together with
                        any and all endorsements available in the state in which
                        such property is located, including (1) a comprehensive
                        endorsement (ALTA 9 or equivalent) covering restrictions
                        and other matters, (2) a 3.1 form of zoning endorsement,
                        (3) an endorsement insuring that the Lien of the
                        Mortgage with respect to which the policy is issued is
                        valid against any applicable usury laws in the state in
                        which the property subject to such Mortgage is located,
                        (4) an endorsement insuring that such property has
                        access to a dedicated public street, (5) a contiguity
                        endorsement, (6) a survey and "same as" endorsement, (7)
                        an endorsement deleting the so-called "doing business"
                        exclusion, (8) a "tie-in" endorsement, if appropriate,
                        and (9) a subdivision endorsement,

                (y)     an ALTA "as built" survey with respect to such property
                        in accordance with the "Minimum Standard Detail
                        Requirements for Land Title Surveys" as adopted by the
                        American Title Association and the American Congress on
                        Surveying and Mapping, certified to the Trustee and the
                        title insurance company and showing the location of the
                        improvements on the land, the location of all utilities,
                        easements, reservations and rights-of-way on the
                        property, the locations and names of adjacent streets,
                        the distances to and names of the nearest intersection
                        streets, the ingress to and egress from the property to
                        adjacent streets, and disclosing no adverse state of
                        facts (unless the same are Permitted Encumbrances) and
                        otherwise in form and substance satisfactory to the
                        issuing title insurance company and


                                        7
<PAGE>   14
                (z)     the Opinions of Counsel required pursuant to Section
                        4.18(d).

        "COMMISSION" means the Securities and Exchange Commission.

        "COMMON STOCK" means Capital Stock not entitled to any preference on
dividends or distributions, upon liquidation or otherwise.

        "COMPANY" means the party named as such in the first paragraph of the
Indenture or any successor obligor under the Indenture and the Notes pursuant to
Section 5.01.

        "CONDEMNATION EVENT" means any condemnation or other taking or temporary
or permanent requisition of any Collateral, any interest therein or right
appurtenant thereto, or any change of grade affecting any Collateral, as the
result of the exercise of any right of condemnation or eminent domain. A
transfer to a governmental authority in lieu or anticipation of condemnation
shall be deemed to be a Condemnation Event.

        "CONSOLIDATED NET INCOME" means, for any period, the aggregate net
income (or loss) of the Company and its Restricted Subsidiaries for such period
determined on a consolidated basis in conformity with GAAP, provided that the
following (without duplication) will be excluded in computing Consolidated Net
Income:

                (1)     the net income (but not loss, unless such Person is a
        Foreign Person in which case the loss shall be excluded without regard
        to clauses (x) and (y) below) of any Person that is not a Wholly Owned
        Restricted Subsidiary, except to the extent of the lesser of

                        (x)     the dividends or other distributions actually
                paid in cash to the Company or any of its Wholly Owned
                Restricted Subsidiaries (subject to clause (3) below) by such
                Person during such period, and

                        (y)     the Company's pro rata share of such Person's
                net income earned during such period;

                (2)     any net income (or loss) of any Person acquired in a
        pooling of interests transaction for any period prior to the date of
        such acquisition;

                (3)     the net income (but not loss) of any Wholly Owned
        Restricted Subsidiary to the extent that the declaration or payment of
        dividends or similar distributions by such Wholly Owned Restricted
        Subsidiary of such net income would not have been permitted for the
        relevant period by charter or by any agreement, instrument, judgment,
        decree, order, statute, rule or governmental regulation applicable to
        such Wholly Owned Restricted Subsidiary;

                (4)     any net after-tax gains and losses attributable to Asset
        Sales;

                (5)     any net after-tax extraordinary or non-recurring gains
        and losses;


                                        8
<PAGE>   15
                (6)     the cumulative effect of a change in accounting
        principles;

                (7)     any after-tax amortization expense attributable to the
        Agreement for Electric Service dated July 15, 1998 with Green River
        Company related to the Hawesville facility to the extent that such
        expense represents amortization of the value attributed thereto in
        connection with the purchase of the Hawesville facility by the Company
        or its Restricted Subsidiaries on or about the Issue Date in excess of
        the value previously attributed thereto in NSA Ltd.'s historical
        financial statements prepared in accordance with GAAP;

                (8)     any after-tax non-cash losses or gains, determined in
        accordance with GAAP, relating to Hedging Agreements until such time as
        such agreements are settled (at which time such losses or gains shall be
        included); and

                (9)     any after-tax non-cash losses or gains related to the
        write-up or write-down of inventory to reflect a change in market value
        of such inventory until such time as such inventory is sold (at which
        time such losses or gains shall be included).

        "CONSOLIDATED NET WORTH" means, at any date of determination, the
consolidated stockholders' equity of the Company and its Restricted
Subsidiaries, calculated excluding

                (1)     any amounts attributable to Disqualified Stock,

                (2)     treasury stock,

                (3)     all write-ups (other than write-ups resulting from
        foreign currency translations and write-ups of tangible assets of a
        going concern business made in accordance with GAAP as a result of the
        acquisition of such business) subsequent to the Issue Date in the book
        value of any asset, and

                (4)     the cumulative effect of a change in accounting
        principles.

        "CONVERTIBLE PREFERRED STOCK" means the convertible preferred stock
issued to Glencore or one of its Affiliates on or about the Issue Date pursuant
to the certificate of designation for such stock as in effect on or about the
Issue Date and substantially on the terms described in the Offering Circular
under "Description of Revolving Credit Facility and Convertible Preferred
Stock."

        "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee is principally administered, which at
the date of the Indenture is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19860.


                                        9
<PAGE>   16
        "CREDIT AGREEMENT" means the credit agreement dated on or about the
Issue Date among the Company, the lenders party thereto and Fleet Capital
Corporation, as

administrative and documentation agent, together with any related documents
(including any security documents and guarantee agreements), as such agreement
and related documents may be amended, modified, supplemented, extended, renewed,
refinanced or replaced or substituted from time to time.

        "DEBT" means, with respect to any Person, without duplication,

                (1)     all indebtedness of such Person for borrowed money;

                (2)     all obligations of such Person evidenced by bonds,
        debentures, notes or other similar instruments;

                (3)     all obligations of such Person in respect of letters of
        credit, bankers' acceptances or other similar instruments, excluding
        obligations in respect of trade letters of credit or bankers'
        acceptances issued in respect of trade payables to the extent not drawn
        upon or presented, or, if drawn upon or presented, the resulting
        obligation of the Person is paid within three Business Days;

                (4)     all obligations of such Person to pay the deferred and
        unpaid purchase price of property or services to the extent recorded as
        liabilities under GAAP, excluding trade payables arising in the ordinary
        course of business;

                (5)     all obligations of such Person as lessee under Capital
        Leases and all Attributable Debt;

                (6)     all Debt of other Persons Guaranteed by such Person
        (including by securing such Debt by a Lien on any asset of such Person,
        whether or not such Debt is assumed by such Person) to the extent so
        Guaranteed, other than a Limited Recourse Guaranty; and

                (7)     all obligations of such Person under Hedging Agreements.

The amount of Debt on any date of determination of any Person under clauses (1)
through (7) will be deemed to be:

                (A)     with respect to contingent obligations, the maximum
        liability upon the occurrence of the contingency giving rise to the
        obligation;

                (B)     with respect to Debt secured by a Lien on an asset of
        such Person but not otherwise the obligation, contingent or otherwise,
        of such Person, the lesser of (x) the fair market value of such asset on
        the date the Lien attached and (y) the amount of such Debt;


                                       10
<PAGE>   17
                (C)     with respect to any Debt issued with original issue
        discount, the face amount of such Debt less the remaining unamortized
        portion of the original issue discount of such Debt;

                (D)     with respect to any Hedging Agreement, the net amount
        payable if such Hedging Agreement terminated at that time due to default
        by such Person; and

                (E)     otherwise, the outstanding principal amount thereof.

        "DEFAULT" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

        "DEPOSITARY" means the depositary of each Global Note, which will
initially be DTC.

        "DISINTERESTED DIRECTORS" has the meaning assigned to such term in
Section 4.14.

        "DISQUALIFIED EQUITY INTERESTS" means Equity Interests that by their
terms or upon the happening of any event are

                (1)     required to be redeemed or redeemable at the option of
        the holder prior to the Stated Maturity of the Notes for consideration
        other than Qualified Equity Interests, or

                (2)     convertible at the option of the holder into
        Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests
solely because of provisions giving holders thereof the right to require
repurchase or redemption upon an "asset sale" or "change of control" occurring
prior to the Stated Maturity of the Notes if those provisions

                (A)     are no more favorable to the holders than Section 4.12
        and Section 4.13, and

                (B)     specifically state that repurchase or redemption
        pursuant thereto will not be required prior to the Company's repurchase
        of the Notes as required by the Indenture.

      "DISQUALIFIED STOCK" means Capital Stock constituting Disqualified Equity
Interests.

        "DTC" means The Depository Trust Company, a New York corporation, and
its successors.


                                       11
<PAGE>   18
        "DTC LEGEND" means the legend set forth in Exhibit D.

        "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted Subsidiary formed
under the laws of, or 50% or more of the assets of which are located in, the
United States of America or any jurisdiction thereof.

        "EBITDA" means, for any period, the sum of

                (1)     Consolidated Net Income, plus, in each case, without
        duplication:

                (2)     to the extent deducted in calculating Consolidated Net
        Income, Fixed Charges, plus

                (3)     to the extent deducted in calculating Consolidated Net
        Income and as determined on a consolidated basis for the Company and its
        Restricted Subsidiaries in conformity with GAAP:

                        (A)     income taxes, other than income taxes or income
                tax adjustments (whether positive or negative) attributable to
                Asset Sales or extraordinary gains or losses; and

                        (B)     depreciation, amortization and all other
                non-cash items reducing Consolidated Net Income (not including
                non-cash charges in a period which reflect cash expenses paid or
                to be paid in another period), less all non-cash items
                increasing Consolidated Net Income;

        provided that, with respect to any Restricted Subsidiary, such items (A)
        and (B) will be added only to the extent and in the same proportion that
        the relevant Restricted Subsidiary's net income was included in
        calculating Consolidated Net Income.

        "ENVIRONMENTAL LAWS" means any federal, state, local or foreign law
(including common law), treaty, judicial decision, regulation, rule, judgment,
order, decree, injunction, permit, or governmental restriction or requirement,
or any written agreement with any governmental authority, whether now or
hereafter in effect, relating to human health and safety, the environment or to
pollutants, contaminants, wastes or chemicals or any toxic, radioactive,
ignitable, corrosive, reactive or otherwise hazardous substances, wastes or
materials.

        "EQUITY INTERESTS" means all Capital Stock and all warrants or options
with respect to, or other rights to purchase, Capital Stock, but excluding Debt
convertible into equity.

        "EUROCLEAR" means Euroclear Bank S.A./N.V., and its successors or
assigns, as operator of the Euroclear System.

        "EVENT OF DEFAULT" has the meaning assigned to such term in Section
6.01.


                                       12
<PAGE>   19
        "EXCHANGE ACT" means the Securities Exchange Act of 1934.

        "EXCHANGE NOTES" means the Notes of the Company issued pursuant to the
Indenture in exchange for, and in an aggregate principal amount equal to, the
Initial Notes validly tendered and not withdrawn in an Exchange Offer in
compliance with the terms of the Registration Rights Agreement and containing
terms substantially identical to the Initial Notes (except that (i) such
Exchange Notes will be registered under the Securities Act and will not be
subject to transfer restrictions or bear the Restricted Legend, and (ii) the
provisions relating to Additional Interest will be eliminated).

        "EXCHANGE OFFER" means an offer by the Company to the Holders of the
Initial Notes to exchange outstanding Notes for Exchange Notes, as provided for
in the Registration Rights Agreement.

        "EXCHANGE OFFER REGISTRATION STATEMENT" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

        "FIXED CHARGE COVERAGE RATIO" means, on any date (the "TRANSACTION
DATE"), the ratio of

                (x)     the aggregate amount of EBITDA for the four fiscal
        quarters immediately prior to the transaction date for which financial
        statements have been provided (or if not timely provided, required to be
        provided) pursuant to Section 4.17 or, in the case of periods prior to
        the Issue Date, filed with the Commission (the "REFERENCE PERIOD") to

                (y)     the aggregate Fixed Charges during such reference
        period.

        In making the foregoing calculation,

                (1)     pro forma effect will be given to any Debt or
        Disqualified or Preferred Stock Incurred during or after the reference
        period to the extent the Debt or Disqualified or Preferred Stock is
        outstanding or is to be Incurred on the transaction date as if the Debt
        or Disqualified or Preferred Stock had been Incurred on the first day of
        the reference period;

                (2)     pro forma calculations of interest on Debt bearing a
        floating interest rate will be made as if the rate in effect on the
        transaction date (taking into account any Hedging Agreement protecting
        against fluctuations in interest rates applicable to the Debt if the
        Hedging Agreement protecting against fluctuations in interest rates has
        a remaining term of at least 12 months or, if less, a remaining term
        equal to the remaining term of such Debt) had been the applicable rate
        for the entire reference period;

                (3)     Fixed Charges related to any Debt or Disqualified or
        Preferred Stock no longer outstanding or to be repaid or redeemed on the
        transaction date, except for Interest Expense accrued during the
        reference period under a


                                       13
<PAGE>   20
        revolving credit to the extent of the commitment thereunder (or under
        any successor revolving credit) in effect on the transaction date, will
        be excluded;

                (4)     pro forma effect will be given to

                        (A)     the creation, designation or redesignation of
                Restricted and Unrestricted Subsidiaries,

                        (B)     the acquisition or disposition of companies,
                divisions or lines of businesses by the Company and its
                Restricted Subsidiaries, including any acquisition or
                disposition of a company, division or line of business since the
                beginning of the reference period by a Person that became a
                Restricted Subsidiary after the beginning of the reference
                period, and

                        (C)     the discontinuation of any discontinued
                operations

        that have occurred since the beginning of the reference period as if
        such events had occurred, and, in the case of any disposition, the
        proceeds thereof applied, on the first day of the reference period. To
        the extent that pro forma effect is to be given to an acquisition or
        disposition of a company, division or line of business, the pro forma
        calculation will be based upon the most recent four full fiscal quarters
        for which the relevant financial information is available.

        "FIXED CHARGES" means, for any period, the sum of

                (1)     Interest Expense for such period; and

                (2)     the product of

                        (x)     cash and non-cash dividends paid, declared,
                accrued or accumulated on any Disqualified or Preferred Stock of
                the Company or a Restricted Subsidiary, except for

                                (i) dividends payable solely, or solely at the
                        Company's option, in the Company's Qualified Stock or
                        paid to the Company or to a Wholly Owned Restricted
                        Subsidiary, and

                                (ii) dividends paid, declared, accrued or
                        accumulated on $25.0 million aggregate liquidation
                        preference of Convertible Preferred Stock; and

                        (y)     a fraction, the numerator of which is one and
                the denominator of which is one minus the sum of the currently
                effective combined Federal, state, local and foreign tax rate
                applicable to the Company and its Restricted Subsidiaries.


                                       14
<PAGE>   21
        "FOREIGN PERSON" means any Person that is formed under the laws of, and
50% or more of its assets are located in, any jurisdictions outside the United
States of America.

        "FOREIGN RESTRICTED SUBSIDIARY" means any Restricted Subsidiary that is
not a Domestic Restricted Subsidiary.

        "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date.

        "GLENCORE" means Glencore International AG, a corporation organized
under the laws of Switzerland.

        "GLOBAL NOTE" means a Note in registered global form without interest
coupons.

        "GUARANTEE" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt or other obligation of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services (unless such purchase arrangements are on an arm's-length
basis and are entered into in the ordinary course of business), to take-or- pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Debt or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof, in whole or in part; provided that the term "Guarantee" does
not include endorsements for collection or deposit in the ordinary course of
business or indemnities given in connection with any disposition of assets. The
term "Guarantee" used as a verb has a corresponding meaning.

        "GUARANTOR" means (i) each Domestic Restricted Subsidiary of the Company
in existence on the Issue Date and (ii) each Restricted Subsidiary that executes
a supplemental indenture in the form of Exhibit B to the Indenture providing for
the guarantee of the payment of the Notes, or any successor obligor under its
Note Guaranty pursuant to Section 5.02, in each case unless and until such
Guarantor is released from its Note Guaranty pursuant to the Indenture.

        "HAWESVILLE FACILITY" means the aluminum reduction facility located in
Hawesville, Kentucky being purchased by the Company or one or more of its
Subsidiaries on or about the Issue Date.

        "HAWESVILLE POWER CONTRACT" means the agreements pursuant to which the
Hawesville facility obtains power, including: (1) the Agreement for Electric
Service Between Green River Electric Corporation and Southwire Company, dated
July 15, 1998 (including all third party supplier agreements described in
Schedule A thereto) related to the Hawesville facility, and as assigned to the
Company upon its acquisition of the


                                       15
<PAGE>   22
Hawesville facility pursuant to the Master Assignment Agreement Between
Southwire Company and Century Aluminum Company dated as of November 22, 2000 and
all amendments and exhibits thereto; and (2) the 1998 Settlement Agreement among
Alcan Aluminum Corporation, Southwire Company, Big Rivers Electric Corporation,
LG&E Energy Corp., Rural Utility Services, Henderson, Union Rural Electric
Cooperative Corp., Green River Electric Corporation, and the Bank of New York,
related to the Hawesville facility, and as assigned to the Company upon its
acquisition of the Hawesville facility pursuant to the Master Assignment
Agreement Between Southwire Company and Century Aluminum Company dated as of
November 22, 2000 and all amendments and exhibits thereto, as such agreements
may be amended, modified, supplemented, extended, renewed, replaced or
substituted from time to time.

        "HEDGING AGREEMENT" means (i) any interest rate swap agreement, interest
rate cap agreement or other agreement designed to protect against fluctuations
in interest rates or (ii) any foreign exchange forward contract, currency swap
agreement or other agreement designed to protect against fluctuations in foreign
exchange rates or (iii) any commodity or raw material futures contract or any
other agreement designed to protect against fluctuations in commodity or raw
material prices.

        "HOLDER" or "NOTEHOLDER" means the registered holder of any Note.

        "INCUR" means, with respect to any Debt or Capital Stock, to incur,
create, issue, assume or Guarantee such Debt or Capital Stock. If any Person
becomes a Restricted Subsidiary on any date after the Issue Date (including by
redesignation of an Unrestricted Subsidiary or failure of an Unrestricted
Subsidiary to meet the qualifications necessary to remain an Unrestricted
Subsidiary), the Debt and Capital Stock of such Person outstanding on such date
will be deemed to have been Incurred by such Person on such date for purposes of
Section 4.06, but will not be considered the sale or issuance of Equity
Interests for purposes of Section 4.10 or Section 4.13. The accretion of
original issue discount or payment of interest in kind will not be considered an
Incurrence of Debt.

        "INDENTURE" means this indenture, as amended or supplemented from time
to time.

        "INITIAL NOTES" means the Notes issued on the Issue Date and any Notes
issued in replacement thereof, but not including any Exchange Notes issued in
exchange therefor.

        "INITIAL PURCHASERS" means the initial purchasers party to a purchase
agreement with the Company relating to the sale of the Initial Notes by the
Company.

        "INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE" means a certificate
substantially in the form of Exhibit G hereto.

        "INTEREST", in respect of the Notes, unless the context otherwise
requires, refers to interest and Additional Interest, if any.


                                       16
<PAGE>   23
        "INTEREST EXPENSE" means, for any period, the consolidated interest
expense of the Company and its Restricted Subsidiaries, plus, to the extent not
included in such consolidated interest expense, and to the extent incurred,
accrued or payable by the Company or its Restricted Subsidiaries, without
duplication, (i) interest expense attributable to Sale and Leaseback
Transactions, (ii) amortization of debt discount and debt issuance costs (other
than debt issuance costs incurred in connection with the offering of the Notes
and the execution and delivery of the Credit Agreement on or about the Issue
Date (whether or not incurred on or prior to the Issue Date), which costs shall
be excluded from Interest Expense), (iii) capitalized interest, (iv) non-cash
interest expense, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, (vi) net
payments made, or less any net payments received, pursuant to Hedging Agreements
(including the amortization of fees) relating to the Debt of the Company or any
Restricted Subsidiary, other than the Debt of the type referred to in clause (7)
of the definition thereof, and (vii) any of the above expenses with respect to
Debt of another Person Guaranteed by the Company or any of its Restricted
Subsidiaries (other than Non-Recourse Debt of a Joint Venture Guaranteed solely
pursuant to a Limited Recourse Guarantee).

        "INTEREST PAYMENT DATE" means each April 15 and October 15 of each year,
commencing October 15, 2001.

        "INVESTMENT" means

                (1)     any direct or indirect advance, loan or other extension
        of credit to another Person,

                (2)     any capital contribution to another Person, by means of
        any transfer of cash or other property or in any other form,

                (3)     any purchase or acquisition of Equity Interests, bonds,
        notes or other Debt, or other instruments or securities issued by
        another Person, including the receipt of any of the above as
        consideration for the disposition of assets or rendering of services, or

                (4)     any Guarantee of any obligation of another Person.

        If the Company or any Restricted Subsidiary (x) sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
so that, after giving effect to that sale or disposition, such Person is no
longer a Subsidiary of the Company, or (y) designates any Restricted Subsidiary
as an Unrestricted Subsidiary in accordance with Section 4.16, all remaining
Investments of the Company and the Restricted Subsidiaries in such Person shall
be deemed to have been made at such time.

        "ISSUE DATE" means the date on which the Notes are originally issued
under the Indenture.


                                       17
<PAGE>   24
        "JOINT VENTURE" means any joint venture between the Company or any
Restricted Subsidiary and any other Person, whether or not such joint venture is
a Subsidiary of the Company or any Restricted Subsidiary.

        "JOINT VENTURE HOLDING COMPANY" means any Subsidiary of the Company the
activities of which are limited to making and owning Equity Interests and other
Investments in a Joint Venture and activities incidental thereto, including
participation in financing arrangements of such Joint Venture (but in each case
only for so long as its activities are so limited).

        "JUDGMENT DEFAULT" has the meaning assigned to such term in Section
6.01.

        "LIEN" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement or Sale and Leaseback Transaction).

        "LIMITED RECOURSE GUARANTY" means, with respect to any Non-Recourse Debt
of a Joint Venture, any Guarantee of such Debt by the related Joint Venture
Holding Company, including a pledge by such Joint Venture Holding Company of the
Capital Stock and other Investments held in such Joint Venture, provided that in
any event such Guarantee and pledge are non-recourse in all respects to the
Company and its Restricted Subsidiaries other than such Joint Venture Holding
Company.

        "MOODY'S" means Moody's Investors Service, Inc. and its successors.

        "MORTGAGED PROPERTY" means all "Mortgaged Property" and/or "Trust
Property" as defined in any Mortgage and subject to any such Mortgage.

        "MORTGAGES" means, collectively, (i) the Mortgage, Assignment of Leases
and Rents, Security Agreement and Financing Statement dated as of the Issue Date
from NSA, Ltd. to the Collateral Agent with respect to the Hawesville facility,
(ii) the Deed of Trust, Assignment of Leases and Rents, Security Agreement,
Financing Statement and Fixture Filing from CAW to the Collateral Agent with
respect to the Ravenswood facility, and (iii) any additional mortgage, deed of
trust or similar instrument entered into by the Company or any Guarantor from
time to time after the Issue Date to provide a security interest for the benefit
of the Trustee and the Holders of the Notes.

        "NET CASH PROCEEDS" means, with respect to any Asset Sale, the proceeds
of such Asset Sale in the form of cash (including (i) payments in respect of
deferred payment obligations to the extent corresponding to principal, but not
interest, when received in the form of cash, and (ii) proceeds from the
conversion of other consideration received when converted to cash), net of

                (1)     brokerage commissions and other fees and expenses
        related to such Asset Sale, including fees and expenses of counsel,
        accountants and investment bankers;


                                       18
<PAGE>   25
                (2)     except to the extent that any such asset disposed of in
        such Asset Sale was Collateral, provisions for taxes as a result of such
        Asset Sale taking into account the consolidated results of operations of
        the Company and its Restricted Subsidiaries;

                (3)     payments required to be made to holders of minority
        interests in Restricted Subsidiaries as a result of such Asset Sale or
        to repay Debt outstanding at the time of such Asset Sale that is secured
        by a Lien on the property or assets sold; and

                (4)     except to the extent that any such asset disposed of in
        such Asset Sale was Collateral, appropriate amounts to be provided in
        conformity with GAAP as a reserve against liabilities associated with
        such Asset Sale, including pension and other post-employment benefit
        liabilities, liabilities related to environmental matters and
        indemnification obligations associated with such Asset Sale, with any
        subsequent reduction of the reserve other than by payments made and
        charged against the reserved amount to be deemed a receipt of cash.

        "NON-RECOURSE DEBT" means Debt as to which (i) neither the Company nor
any Restricted Subsidiary provides any Guarantee and as to which the lenders
have agreed or have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any Restricted Subsidiary
(other than a Limited Recourse Guaranty by a Joint Venture Holding Company) and
(ii) no default thereunder would, as such, constitute a default under any Debt
of the Company or any Restricted Subsidiary.

        "NON-U.S. PERSON" means a Person that is not a U.S. person, as defined
in Regulation S.

        "NOTES" has the meaning assigned to such term in the Recitals.

        "NOTE GUARANTY" means the guaranty of the Notes by a Guarantor pursuant
to the Indenture.

        "OBLIGATIONS" means, with respect to any Debt, all obligations (whether
in existence on the Issue Date or arising afterwards, absolute or contingent,
direct or indirect) for or in respect of principal (when due, upon acceleration,
upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory
offer to purchase, or otherwise), premium, interest, penalties, fees,
indemnification, reimbursement and other amounts payable and liabilities with
respect to such Debt, including all interest accrued or accruing after the
commencement of any bankruptcy, insolvency or reorganization or similar case or
proceeding at the contract rate (including, without limitation, any contract
rate applicable upon default) specified in the relevant documentation, whether
or not the claim for such interest is allowed as a claim in such case or
proceeding.

        "OFFER TO PURCHASE" has the meaning assigned to such term in Section
3.04.


                                       19
<PAGE>   26
        "OFFERING CIRCULAR" means the confidential offering circular dated March
28, 2001 with respect to the Initial Notes.

        "OFFICER" means the chairman of the Board of Directors, the president or
chief executive officer, any vice president, the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant
secretary, of the Company.

        "OFFICERS' CERTIFICATE" means a certificate signed in the name of the
Company (i) by the chairman of the Board of Directors, the president or chief
executive officer or a vice president and (ii) by the chief financial officer,
the treasurer or any assistant treasurer or the secretary or any assistant
secretary.

        "OFFSHORE GLOBAL NOTE" means a Global Note representing Notes issued and
sold pursuant to Regulation S.

        "OPINION OF COUNSEL" means a written opinion signed by legal counsel,
who may be an employee of or counsel to the Company, satisfactory to the
Trustee.

        "PAYING AGENT" refers to a Person appointed by the Company pursuant to
Section 2.03 to perform the obligations in respect of payments made or funds
held in respect of the Notes.

        "PERMANENT OFFSHORE GLOBAL NOTE" means an Offshore Global Note that does
not bear the Temporary Offshore Global Note Legend.

        "PERMITTED BUSINESS" means the business of reducing, refining,
processing and selling alumina, primary aluminum and aluminum products, and any
business reasonably related, incidental or ancillary thereto.

        "PERMITTED DEBT" has the meaning assigned to such term in Section 4.06.

        "PERMITTED ENCUMBRANCES" means:

        (1)     Liens imposed by law, such as carriers', vendors',
warehousemen's and mechanics' liens, in each case for sums not yet due or being
contested in good faith and by appropriate proceedings;

        (2)     Liens in respect of taxes and other governmental assessments and
charges which are not yet due or which are being contested in good faith and by
appropriate proceedings;

        (3)     minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real property, not interfering in
any material respect with the conduct of the business of the Company and its
Restricted Subsidiaries;


                                       20
<PAGE>   27
        (4)     options, put and call arrangements, rights of first refusal and
similar rights and customary reciprocal easements or other rights of use
relating to Investments in joint ventures, partnerships and the like, or
relating to ownership of undivided interests in assets subject to a joint
ownership or similar agreement; and

        (5)     Liens imposed pursuant to Section 10.7 of the Owners' Agreement
dated as of the Issue Date among NSA, Ltd., Glencore Acquisition I LLC and
Century Aluminum of Kentucky LLC, as such agreement may be amended from time;
provided that (a) any amendment is, with respect to such Lien on the interest of
the Company and its Restricted Subsidiaries in the Hawesville facility and
Century Aluminum of Kentucky LLC, no less favorable to the Company and its
Restricted Subsidiaries and the Holders than the agreement with respect to such
Lien as in effect on the Issue Date, (b) such Lien is expressly made junior to
the Lien of the Indenture and the applicable Security Documents and (c) such
Lien does not extend to or cover any other Collateral other than Mortgaged
Property that is part of the Hawesville facility;

provided that the term "PERMITTED ENCUMBRANCES" shall not include any Lien
securing Debt (other than the Notes and the Guarantees and Liens of the type
referred to in clause 5).

        "PERMITTED HOLDERS" means any or all of the following:

                (1)     Glencore; and

                (2)     any Person both the Capital Stock and the Voting Stock
of which (or in the case of a trust, the beneficial interests in which) is owned
80% by the Person specified in clause (1).

        "PERMITTED INVESTMENTS" means:

                (1)     any Investment in the Company or in a Guarantor that is
        engaged in a Permitted Business;

                (2)     Investments in Foreign Restricted Subsidiaries engaged
        in Permitted Businesses in an aggregate amount, taken together with all
        other Investments made in reliance on this clause, not to exceed $10.0
        million (net of, with respect to the Investment in any particular Person
        made under this clause, the cash return thereon received after the Issue
        Date as a result of any sale for cash, repayment, redemption,
        liquidating distribution or other cash realization (not included in
        Consolidated Net Income) not to exceed the amount of such Investments in
        such Person made after the Issue Date in reliance on this clause);

                (3)     any Investment in Cash Equivalents;

                (4)     any Investment by the Company or any Subsidiary of the
        Company in a Person, if as a result of such Investment,


                                       21
<PAGE>   28
                        (A)     such Person becomes a Guarantor engaged in a
                Permitted Business, or

                        (B)     such Person is merged or consolidated with or
                into, or transfers or conveys substantially all its assets to,
                or is liquidated into, the Company or a Guarantor engaged in a
                Permitted Business;

                (5)     Investments received as non-cash consideration in an
        Asset Sale made pursuant to and in compliance with Section 4.13;
        provided that such Investments shall be pledged as Collateral, in
        accordance with the requirements of Section 4.19(c), to the extent the
        assets subject to such Asset Sale constituted Restricted Assets;

                (6)     any Investment acquired solely in exchange for Qualified
        Stock of the Company;

                (7)     Hedging Agreements otherwise permitted under the
        Indenture;

                (8)     (i) receivables owing to the Company or any Restricted
        Subsidiary if created or acquired in the ordinary course of business,
        (ii) endorsements for collection or deposit in the ordinary course of
        business, and (iii) securities, instruments or other obligations
        received in compromise or settlement of debts created in the ordinary
        course of business, or by reason of a composition or readjustment of
        debts or reorganization of another Person, or in satisfaction of claims
        or judgments;

                (9)     payroll, travel and other loans or advances to, or
        Guarantees issued to support the obligations of, officers, directors and
        employees (including loans or Guarantees to satisfy tax withholding
        obligations of such persons upon the exercise of options or the vesting
        of performance shares), in each case in the ordinary course of business,
        not in excess of $2.0 million outstanding at any time; and

                (10)    extensions of credit to customers and suppliers in the
        ordinary course of business.

        "PERMITTED LIENS" means

                (1)     Liens existing on the Issue Date;

                (2)     Liens securing the Notes, any Note Guaranties and other
        Obligations under the Indenture and the Security Documents;

                (3)     Liens securing Obligations under or with respect to the
        Credit Agreement; provided that such Liens do not extend to any
        Restricted Assets;


                                       22
<PAGE>   29
                (4)     pledges or deposits under worker's compensation laws,
        unemployment insurance laws or similar legislation, or good faith
        deposits in connection with bids, tenders, contracts or leases, or to
        secure public or statutory obligations (including, without limitation,
        obligations pursuant to Environmental Laws), surety bonds, customs
        duties and the like, or for the payment of rent, in each case incurred
        in the ordinary course of business and not securing Debt;

                (5)     Liens imposed by law, such as carriers', vendors',
        warehousemen's and mechanics' liens, in each case for sums not yet due
        or being contested in good faith and by appropriate proceedings;

                (6)     Liens in respect of taxes and other governmental
        assessments and charges which are not yet due or which are being
        contested in good faith and by appropriate proceedings;

                (7)     Liens securing reimbursement obligations with respect to
        letters of credit that solely encumber documents and other property
        relating to such letters of credit and the proceeds thereof;

                (8)     minor survey exceptions, minor encumbrances, easements
        or reservations of, or rights of others for, licenses, rights of way,
        sewers, electric lines, telegraph and telephone lines and other similar
        purposes, or zoning or other restrictions as to the use of real
        property, not interfering in any material respect with the conduct of
        the business of the Company and its Restricted Subsidiaries;

                (9)     licenses or leases or subleases as licensor, lessor or
        sublessor of any of its property, including intellectual property, in
        the ordinary course of business;

                (10)    customary Liens in favor of trustees and escrow agents,
        and netting and setoff rights, banker's liens and the like in favor of
        financial institutions and counterparties to financial obligations and
        instruments, including netting and setoff rights with respect to (but
        not collateral pledged to secure) obligations under Hedging Agreements;

                (11)    Liens on assets pursuant to merger agreements, stock or
        asset purchase agreements and similar agreements in respect of the
        disposition of such assets;

                (12)    options, put and call arrangements, rights of first
        refusal and similar rights and customary reciprocal easements and other
        rights of use relating to Investments in joint ventures, partnerships
        and the like, or relating to ownership of undivided interests in assets
        subject to a joint ownership or similar agreement;


                                       23
<PAGE>   30
                (13)    judgment liens, and Liens securing appeal bonds or
        letters of credit issued in support of or in lieu of appeal bonds, so
        long as (x) no judgment default has occurred and is continuing and (y)
        the aggregate amount of all obligations secured by such judgment liens
        and other Liens described in this clause does not at any time exceed
        $10.0 million;

                (14)    Liens on property of a Person at the time such Person
        becomes a Restricted Subsidiary, provided such Liens were not created in
        contemplation thereof and do not extend to any other property of the
        Company or any Restricted Subsidiary;

                (15)    Liens on property at the time the Company or any of the
        Restricted Subsidiaries acquires such property, including by means of a
        merger or consolidation with or into the Company or a Restricted
        Subsidiary of such Person, provided such Liens were not created in
        contemplation thereof and do not extend to any other property of the
        Company or any Restricted Subsidiary;

                (16)    Liens incurred or assumed in connection with the
        issuance of revenue bonds the interest on which is tax-exempt under the
        Internal Revenue Code;

                (17)    Liens upon real or personal property acquired after the
        Issue Date, including any acquisition by means of any acquisition of
        Equity Interests or by means of a merger or consolidation of the owner
        thereof with or into the Company or a Restricted Subsidiary; provided
        that (a) the Lien is created solely to secure the purchase price or cost
        of construction thereof or Debt incurred to finance such purchase price
        or cost of construction, (b) the amount secured by the Lien does not
        exceed 100% of the purchase price or cost of construction thereof and
        (c) the Lien does not extend to or cover any other property or assets
        other than the property acquired or constructed and improvements of that
        property;

                (18)    Liens securing or comprising a Limited Recourse
        Guaranty; and

                (19)    extensions, renewals or replacements of any Liens
        referred to in clauses (1), (2), (14), (15), (16) or (17) in connection
        with the refinancing of the obligations secured thereby, provided that
        such Lien does not extend to any other property and, except as
        contemplated by the definition of "Permitted Refinancing Debt", the
        amount secured by such Lien is not increased.

        "PERMITTED REFINANCING DEBT" has the meaning assigned to such term in
Section 4.06(b).

        "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity, including a
government or political subdivision or an agency or instrumentality thereof.


                                       24
<PAGE>   31
        "PLEDGE AND SECURITY AGREEMENT" means the pledge and security agreement
dated the Issue Date between the Company and the Collateral Agent, as pledgee,
covering the Cash Collateral Account.

        "PREFERRED STOCK" means, with respect to any Person, any and all Capital
Stock which is preferred as to the payment of dividends or distributions, upon
liquidation or otherwise, over another class of Capital Stock of such Person.

        "PRINCIPAL" of any Debt means the principal amount of such Debt, (or if
such Debt was issued with original issue discount, the face amount of such Debt
less the remaining unamortized portion of the original issue discount of such
Debt), together with, unless the context otherwise indicates, any premium then
payable on such Debt.

        "PUBLIC EQUITY OFFERING" means an underwritten primary public offering,
after the Issue Date, of Qualified Stock of the Company pursuant to an effective
registration statement under the Securities Act other than an issuance
registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant
to employee benefit plans or otherwise in compensation to officers, directors or
employees.

        "QUALIFIED EQUITY INTERESTS" means all Equity Interests of a Person
other than Disqualified Equity Interests.

        "QUALIFIED STOCK" means all Capital Stock of a Person other than
Disqualified Stock.

        "REFINANCE" has the meaning assigned to such term in Section 4.06.

        "REGISTER" has the meaning assigned to such term in Section 2.09.

        "REGISTRAR" means a Person engaged to maintain the Register.

        "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated on or about the Issue Date among the Company, the Guarantors party thereto
and the Initial Purchasers party thereto with respect to the Initial Notes.

        "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the April 1 or October 1 (whether or not a Business Day) next
preceding such Interest Payment Date.

        "REGULATION S" means Regulation S under the Securities Act.

        "REGULATION S CERTIFICATE" means a certificate substantially in the form
of Exhibit E hereto.

        "RELATED PARTY TRANSACTION" has the meaning assigned to such term in
Section 4.14.


                                       25
<PAGE>   32
        "RESTRICTED ASSETS" means at any time (1) assets that are, or are
required under the Indenture and the Security Documents to be, Collateral at
such time and (2) Equity Interests of (a) any Guarantor that owns any
Collateral, (b) Berkeley Aluminum, Inc. and its successors ("BAC") and Century
Aluminum of Kentucky LLC, and (c) any Subsidiary that at such time directly or
indirectly holds any Equity Interests of BAC, Century Aluminum of Kentucky LLC
or any Subsidiary that owns any Collateral.

        "RESTRICTED LEGEND" means the legend set forth in Exhibit C.

        "RESTRICTED PAYMENT" has the meaning assigned to such term in Section
4.07.

        "RESTRICTED PERIOD" means the 40-day distribution compliance period as
defined in Regulation S, which period shall end on May 13, 2001.

        "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

        "RULE 144A" means Rule 144A under the Securities Act.

        "RULE 144A CERTIFICATE" means (i) a certificate substantially in the
form of Exhibit F hereto or (ii) a written certification addressed to the
Company and the Trustee to the effect that the Person making such certification
(x) is acquiring such Note (or beneficial interest) for its own account or one
or more accounts with respect to which it exercises sole investment discretion
and that it and each such account is a qualified institutional buyer within the
meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as
applicable, is being made in reliance upon the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that
it has received such information regarding the Company as it has requested
pursuant to Rule 144A(d)(4) or has determined not to request such information.

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., and its successors.

        "SALE AND LEASEBACK TRANSACTION" means, with respect to any Person, an
arrangement whereby such Person enters into a lease of property previously
transferred by such Person to the lessor.

        "SECURITY DOCUMENTS" means the Mortgages, the Pledge and Security
Agreement and any other security agreements, mortgages, deeds of trust, pledges,
agency agreements and other instruments and documents related to the Collateral
executed and delivered pursuant to the Indenture, or any of the foregoing.

        "SECURITIES ACT" means the Securities Act of 1933.

        "SHELF REGISTRATION STATEMENT" means the Shelf Registration Statement as
defined in a Registration Rights Agreement.


                                       26
<PAGE>   33
        "SIGNIFICANT RESTRICTED SUBSIDIARY" means any Restricted Subsidiary, or
group of Restricted Subsidiaries, that would, taken together, be a "significant
subsidiary" as defined in Article 1, Rule 1-02 (w)(1) or (2) of Regulation S-X
promulgated under the Securities Act, as that regulation is in effect on the
Issue Date.

        "STATED MATURITY" means (i) with respect to any Debt, the date specified
as the fixed date on which the final installment of principal of such Debt is
due and payable or (ii) with respect to any scheduled installment of principal
of or interest on any Debt, the date specified as the fixed date on which such
installment is due and payable as set forth in the documentation governing such
Debt, not including any contingent obligation to repay, redeem or repurchase
prior to the regularly scheduled date for payment.

        "SUBORDINATED DEBT" means any Debt of the Company or any Guarantor which
is subordinated in right of payment to the Notes or the Note Guaranty, as
applicable, pursuant to a written agreement to that effect.

        "SUBSIDIARY" means with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by, or, in the case of a
partnership, the sole general partner or the managing partner or the only
general partners of which are, such Person and one or more Subsidiaries of such
Person (or a combination thereof). Unless otherwise specified, "SUBSIDIARY"
means a Subsidiary of the Company.

        "TEMPORARY OFFSHORE GLOBAL NOTE" means an Offshore Global Note that
bears the Temporary Offshore Global Note Legend.

        "TEMPORARY OFFSHORE GLOBAL NOTE LEGEND" means the legend set forth in
Exhibit I.

        "TRUSTEE" means the party named as such in the first paragraph of the
Indenture or any successor trustee under the Indenture pursuant to Article 7.

        "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939.

        "U.S. GLOBAL NOTE" means a Global Note that bears the Restricted Legend
representing Notes issued and sold pursuant to Rule 144A.

        "U.S. GOVERNMENT OBLIGATIONS" means obligations issued or directly and
fully guaranteed or insured by the United States of America or by any agent or
instrumentality thereof; provided that the full faith and credit of the United
States of America is pledged in support thereof.

        "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company that at
the time of determination has previously been designated, and continues to be,
an Unrestricted Subsidiary in accordance with Section 4.16.


                                       27
<PAGE>   34
        "VOTING STOCK" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

        "WHOLLY OWNED" means, with respect to any Restricted Subsidiary, a
Restricted Subsidiary all of the outstanding Capital Stock of which (other than
any director's qualifying shares) is owned by the Company and one or more Wholly
Owned Restricted Subsidiaries (or a combination thereof).

        SECTION 1.02. Rules of Construction. Unless the context otherwise
requires or except as otherwise expressly provided,

                (1)     an accounting term not otherwise defined has the meaning
        assigned to it in accordance with GAAP;

                (2)     "herein," "hereof" and other words of similar import
        refer to the Indenture as a whole and not to any particular Section,
        Article or other subdivision;

                (3)     all references to Sections or Articles or Exhibits refer
        to Sections or Articles or Exhibits of or to the Indenture unless
        otherwise indicated; and

                (4)     references to agreements or instruments, or to statutes
        or regulations, are to such agreements or instruments, or statutes or
        regulations, as amended from time to time (or to successor statutes and
        regulations).



                                    ARTICLE 2
                                    THE NOTES

        SECTION 2.01. Form, Dating and Denominations 144A,Reg S; Legends. (a)
The Notes and the Trustee's certificate of authentication will be substantially
in the form attached as Exhibit A. The terms and provisions contained in the
form of the Notes annexed as Exhibit A constitute, and are hereby expressly
made, a part of the Indenture. The Notes may have notations, legends or
endorsements required by law, rules of or agreements with national securities
exchanges to which the Company is subject, or usage. Each Note will be dated the
date of its authentication. The Notes will be issuable in denominations of
$1,000 in principal amount and any multiple of $1,000 in excess thereof.

        (b)     (1) Except as otherwise provided in paragraph (c), Section
2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(iv), each Initial Note (other than
a Permanent Offshore Note) will bear the Restricted Legend.

        (2)     Each Global Note, whether or not an Initial Note, will bear the
DTC Legend.


                                       28
<PAGE>   35
        (3)     Each Temporary Offshore Global Note will bear the Temporary
Offshore Global Note Legend.

        (4)     Initial Notes offered and sold in reliance on Regulation S will
be issued as provided in Section 2.11(a).

        (5)     Initial Notes offered and sold in reliance on any exception
under the Securities Act other than Regulation S and Rule 144A will be issued,
and upon the request of the Company to the Trustee, Initial Notes offered and
sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

        (6)     Exchange Notes will be issued, subject to Section 2.09(b), in
the form of one or more Global Notes.

        (c)(1)  If the Company determines (upon the advice of counsel and such
other certifications and evidence as the Company may reasonably require) that a
Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or
a successor provision) and that the Restricted Legend is no longer necessary or
appropriate in order to ensure that subsequent transfers of the Note (or a
beneficial interest therein) are effected in compliance with the Securities Act,
or (2) after an Initial Note is (x) sold pursuant to an effective registration
statement under the Securities Act, pursuant to the Registration Rights
Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange
Note pursuant to an Exchange Offer, the Company may instruct the Trustee to
cancel the Note and issue to the Holder thereof (or to its transferee) a new
Note of like tenor and amount, registered in the name of the Holder thereof (or
its transferee), that does not bear the Restricted Legend, and the Trustee will
comply with such instruction.

        (d)     By its acceptance of any Note bearing the Restricted Legend (or
any beneficial interest in such a Note), each Holder thereof and each owner of a
beneficial interest therein acknowledges the restrictions on transfer of such
Note (and any such beneficial interest) set forth in this Indenture and in the
Restricted Legend and agrees that it will transfer such Note (and any such
beneficial interest) only in accordance with the Indenture and such legend.

        SECTION 2.02.  Execution and Authentication; Exchange Notes.

        (a)     An Officer shall execute the Notes for the Company by facsimile
or manual signature in the name and on behalf of the Company. If an Officer
whose signature is on a Note no longer holds that office at the time the Note is
authenticated, the Note will still be valid.

        (b)     A Note will not be valid until the Trustee manually signs the
certificate of authentication on the Note, with the signature conclusive
evidence that the Note has been authenticated under the Indenture.


                                       29
<PAGE>   36
        (c)     At any time and from time to time upon or after the execution
and delivery of the Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication. The Trustee will authenticate and
deliver

                (i)     Notes for original issue in the aggregate principal
        amount not to exceed $325,000,000, and

                (ii)    Exchange Notes from time to time for issue in exchange
        for a like principal amount of Initial Notes

after the following conditions have been met:

                (1)     Receipt by the Trustee of an Officers' Certificate
        specifying

                        (A)     the amount of Notes to be authenticated and the
                date on which the Notes are to be authenticated,

                        (B)     whether the Notes are to be Initial Notes or
                Exchange Notes,

                        (C)     whether the Notes are to be issued as one or
                more Global Notes or Certificated Notes, and

                        (D)     other information the Company may determine to
                include or the Trustee may reasonably request.

                (2)     In the case of Exchange Notes, effectiveness of an
        Exchange Offer Registration Statement and consummation of the exchange
        offer thereunder (and receipt by the Trustee of an Officers' Certificate
        to that effect). Initial Notes exchanged for Exchange Notes will be
        cancelled by the Trustee.

        SECTION 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars
and one or more Paying Agents, and the Trustee may appoint an Authenticating
Agent, in which case each reference in the Indenture to the Trustee in respect
of the obligations of the Trustee to be performed by that Agent will be deemed
to be references to the Agent. The Company may act as Registrar or (except for
purposes of Article 8) Paying Agent. In each case the Company and the Trustee
will enter into an appropriate agreement with the Agent implementing the
provisions of the Indenture relating to the obligations to be performed by the
Agent and the related rights. The Company initially appoints the Trustee as
Registrar and Paying Agent.

        (b)     The Company will require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of the Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and interest on the Notes and will promptly notify the
Trustee of any default by the Company in making any such payment. The Company at
any time may require a Paying Agent to

                                       30
<PAGE>   37
pay all money held by it to the Trustee and account for any funds disbursed, and
the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require the Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent will have no further liability for the money so paid over to
the Trustee.

        SECTION 2.04. Replacement Notes. If a mutilated Note is surrendered to
the Trustee or if a Holder claims that its Note has been lost, destroyed or
wrongfully taken, the Company will issue and the Trustee will authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding. Every replacement Note is an additional
obligation of the Company and entitled to the benefits of the Indenture. If
required by the Trustee or the Company, an indemnity must be furnished that is
sufficient in the judgment of both the Trustee and the Company to protect the
Company and the Trustee from any loss they may suffer if a Note is replaced. The
Company may charge the Holder for the expenses of the Company and the Trustee in
replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken
Note has become or is about to become due and payable, the Company in its
discretion may pay the Note instead of issuing a replacement Note.

        SECTION 2.05. Outstanding Notes. (a) Notes outstanding at any time are
all Notes that have been authenticated by the Trustee except for

                (1)     Notes cancelled by the Trustee or delivered to it for
        cancellation;

                (2)     any Note which has been replaced pursuant to Section
        2.04 unless and until the Trustee and the Company receive proof
        satisfactory to them that the replaced Note is held by a protected
        purchaser; and

                (3)     on or after the maturity date or any redemption date or
        date for purchase of the Notes pursuant to an Offer to Purchase, those
        Notes payable or to be redeemed or purchased on that date for which the
        Trustee (or Paying Agent, other than the Company or an Affiliate of the
        Company) holds money sufficient to pay all amounts then due.

                (b) A Note does not cease to be outstanding because the Company
or one of its Affiliates holds the Note, provided that in determining whether
the Holders of the requisite principal amount of the outstanding Notes have
given or taken any request, demand, authorization, direction, notice, consent,
waiver or other action hereunder, Notes owned by the Company or any Affiliate of
the Company will be disregarded and deemed not to be outstanding, (it being
understood that in determining whether the Trustee is protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or
other action, only Notes which the Trustee knows to be so owned will be so
disregarded). Notes so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any Affiliate of the Company.


                                       31
<PAGE>   38
        SECTION 2.06. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee will authenticate temporary
Notes. Temporary Notes will be substantially in the form of definitive Notes but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the Officer executing the temporary Notes, as evidenced by the
execution of the temporary Notes. If temporary Notes are issued, the Company
will cause definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes will be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for the purpose pursuant to Section 4.02, without
charge to the Holder. Upon surrender for cancellation of any temporary Notes the
Company will execute and the Trustee will authenticate and deliver in exchange
therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes will be entitled to the
same benefits under the Indenture as definitive Notes.

        SECTION 2.07. Cancellation. The Company at any time may deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. Any Registrar or the Paying
Agent will forward to the Trustee any Notes surrendered to it for transfer,
exchange or payment. The Trustee will cancel all Notes surrendered for transfer,
exchange, payment or cancellation and dispose of them in accordance with its
normal procedures or the written instructions of the Company. The Company may
not issue new Notes to replace Notes it has paid in full or delivered to the
Trustee for cancellation.

        SECTION 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes
may use "CUSIP" and "CINS" numbers, and the Trustee will use CUSIP numbers or
CINS numbers in notices of redemption or exchange or in Offers to Purchase as a
convenience to Holders, the notice to state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained
in any notice of redemption or exchange or Offer to Purchase. The Company will
promptly notify the Trustee of any change in the CUSIP or CINS numbers.

        SECTION 2.09. Registration, Transfer and Exchange. (a) The Notes will be
issued in registered form only, without coupons, and the Company shall cause the
Trustee to maintain a register (the "REGISTER") of the Notes, for registering
the record ownership of the Notes by the Holders and transfers and exchanges of
the Notes.

             (b) (i)    Each Global Note will be registered in the name of the
        Depositary or its nominee and, so long as DTC is serving as the
        Depositary thereof, will bear the DTC Legend.

                (ii)    Each Global Note will be delivered to the Trustee as
        custodian for the Depositary. Transfers of a Global Note (but not a
        beneficial interest therein) will be limited to transfers thereof in
        whole, but not in part, to the Depositary, its successors or their
        respective nominees, except (1) as set forth in Section


                                       32
<PAGE>   39
        2.09(b)(iv) and (2) transfers of portions thereof in the form of
        Certificated Notes may be made upon request of an Agent Member (for
        itself or on behalf of a beneficial owner) by written notice given to
        the Trustee by or on behalf of the Depositary in accordance with
        customary procedures of the Depositary and in compliance with this
        Section and Section 2.10.

                (iii)   Agent Members will have no rights under the Indenture
        with respect to any Global Note held on their behalf by the Depositary,
        and the Depositary may be treated by the Company, the Trustee and any
        agent of the Company or the Trustee as the absolute owner and Holder of
        such Global Note for all purposes whatsoever. Notwithstanding the
        foregoing, the Depositary or its nominee may grant proxies and otherwise
        authorize any Person (including any Agent Member and any Person that
        holds a beneficial interest in a Global Note through an Agent Member) to
        take any action which a Holder is entitled to take under the Indenture
        or the Notes, and nothing herein will impair, as between the Depositary
        and its Agent Members, the operation of customary practices governing
        the exercise of the rights of a holder of any security.

                (iv)    If (x) the Depositary notifies the Company that it is
        unwilling or unable to continue as Depositary for a Global Note and a
        successor depositary is not appointed by the Company within 90 days of
        the notice or (y) an Event of Default has occurred and is continuing and
        the Trustee has received a request from the Depositary, the Trustee will
        promptly exchange each beneficial interest in the Global Note for one or
        more Certificated Notes in authorized denominations having an equal
        aggregate principal amount registered in the name of the owner of such
        beneficial interest, as identified to the Trustee by the Depositary, and
        thereupon the Global Note will be deemed canceled. If such Note does not
        bear the Restricted Legend, then the Certificated Notes issued in
        exchange therefor will not bear the Restricted Legend. If such Note
        bears the Restricted Legend, then the Certificated Notes issued in
        exchange therefor will bear the Restricted Legend, provided that any
        Holder of any such Certificated Note issued in exchange for a beneficial
        interest in a Temporary Offshore Global Note will have the right upon
        presentation to the Trustee of a duly completed Certificate of
        Beneficial Ownership after the Restricted Period to exchange such
        Certificated Note for a Certificated Note of like tenor and amount that
        does not bear the Restricted Legend, registered in the name of such
        Holder.

        (c)     Each Certificated Note will be registered in the name of the
holder thereof or its nominee.

        (d)     A Holder may transfer a Note (or a beneficial interest therein)
to another Person or exchange a Note (or a beneficial interest therein) for
another Note or Notes of any authorized denomination by presenting to the
Trustee a written request therefor stating the name of the proposed transferee
or requesting such an exchange, accompanied by any certification, opinion or
other document required by Section 2.10. The Trustee will promptly register any
transfer or exchange that meets the requirements


                                       33
<PAGE>   40
of this Section by noting the same in the register maintained by the Trustee for
the purpose; provided that

                (A)     no transfer or exchange will be effective until it is
        registered in such register and

                (B)     the Trustee will not be required (i) to issue, register
        the transfer of or exchange any Note for a period of 15 days before a
        selection of Notes to be redeemed or purchased pursuant to an Offer to
        Purchase, (ii) to register the transfer of or exchange any Note so
        selected for redemption or purchase in whole or in part, except, in the
        case of a partial redemption or purchase, that portion of any Note not
        being redeemed or purchased, or (iii) if a redemption or a purchase
        pursuant to an Offer to Purchase is to occur after a Regular Record Date
        but on or before the corresponding Interest Payment Date, to register
        the transfer of or exchange any Note on or after the Regular Record Date
        and before the date of redemption or purchase. Prior to the registration
        of any transfer, the Company, the Trustee and their agents will treat
        the Person in whose name the Note is registered as the owner and Holder
        thereof for all purposes (whether or not the Note is overdue), and will
        not be affected by notice to the contrary.

        From time to time the Company will execute and the Trustee will
authenticate additional Notes as necessary in order to permit the registration
of a transfer or exchange in accordance with this Section.

        No service charge will be imposed in connection with any registration of
transfer or exchange of any Note, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than a transfer tax or other similar governmental
charge payable upon exchange pursuant to subsection (b)(iv)).

                (e)     (i) Global Note to Global Note. If a beneficial interest
        in a Global Note is transferred or exchanged for a beneficial interest
        in another Global Note, the Trustee will (x) record a decrease in the
        principal amount of the Global Note being transferred or exchanged equal
        to the principal amount of such transfer or exchange and (y) record a
        like increase in the principal amount of the other Global Note. Any
        beneficial interest in one Global Note that is transferred to a Person
        who takes delivery in the form of an interest in another Global Note, or
        exchanged for an interest in another Global Note, will, upon
        registration of transfer or exchange, cease to be an interest in such
        Global Note and become an interest in the other Global Note and,
        accordingly, will thereafter be subject to all transfer and exchange
        restrictions, if any, and other procedures applicable to beneficial
        interests in such other Global Note for as long as it remains such an
        interest.

                (ii)    Global Note to Certificated Note. If a beneficial
        interest in a Global Note is transferred or exchanged for a Certificated
        Note, the Trustee will (x) record a decrease in the principal amount of
        such Global Note equal to the


                                       34
<PAGE>   41
        principal amount of such transfer or exchange and (y) deliver one or
        more new Certificated Notes in authorized denominations having an equal
        aggregate principal amount to the transferee (in the case of a transfer)
        or the owner of such beneficial interest (in the case of an exchange),
        registered in the name of such transferee or owner, as applicable.

                (iii)   Certificated Note to Global Note. If a Certificated Note
        is transferred or exchanged for a beneficial interest in a Global Note,
        the Trustee will (x) cancel such Certificated Note, (y) record an
        increase in the principal amount of such Global Note equal to the
        principal amount of such transfer or exchange and (z) in the event that
        such transfer or exchange involves less than the entire principal amount
        of the canceled Certificated Note, deliver to the Holder thereof one or
        more new Certificated Notes in authorized denominations having an
        aggregate principal amount equal to the untransferred or unexchanged
        portion of the canceled Certificated Note, registered in the name of the
        Holder thereof.

                (iv)    Certificated Note to Certificated Note. If a
        Certificated Note is transferred or exchanged for another Certificated
        Note, the Trustee will (x) cancel the Certificated Note being
        transferred or exchanged, (y) deliver one or more new Certificated Notes
        in authorized denominations having an aggregate principal amount equal
        to the principal amount of such transfer or exchange to the transferee
        (in the case of a transfer) or the Holder of the canceled Certificated
        Note (in the case of an exchange), registered in the name of such
        transferee or Holder, as applicable, and (z) if such transfer or
        exchange involves less than the entire principal amount of the canceled
        Certificated Note, deliver to the Holder thereof one or more
        Certificated Notes in authorized denominations having an aggregate
        principal amount equal to the untransferred or unexchanged portion of
        the canceled Certificated Note, registered in the name of the Holder
        thereof.

        SECTION 2.10. Restrictions on Transfer and Exchange. (a) The transfer or
exchange of any Note (or a beneficial interest therein) may only be made in
accordance with this Section and Section 2.09 and, in the case of a Global Note
(or a beneficial interest therein), the applicable rules and procedures of the
Depositary. The Trustee shall refuse to register any requested transfer or
exchange that does not comply with the preceding sentence.

        (b)     Subject to paragraph (c), the transfer or exchange of any Note
(or a beneficial interest therein) of the type set forth in column A below for a
Note (or a beneficial interest therein) of the type set forth opposite in column
B below may only be made in compliance with the certification requirements (if
any) described in the clause of this paragraph set forth opposite in column C
below.


                 A                                     B                      C
U.S. Global Note                     U.S. Global Note                        (1)
U.S. Global Note                     Offshore Global Note                    (2)


                                       35
<PAGE>   42
                 A                                     B                      C
U.S. Global Note                     Certificated Note                       (3)
Offshore Global Note                 U.S. Global Note                        (4)
Offshore Global Note                 Offshore Global Note                    (1)
Offshore Global Note                 Certificated Note                       (5)
Certificated Note                    U.S. Global Note                        (4)
Certificated Note                    Offshore Global Note                    (2)
Certificated Note                    Certificated Note                       (3)

                (1)     No certification is required.

                (2)     The Person requesting the registration of transfer or
        exchange must deliver or cause to be delivered to the Trustee a duly
        completed Regulation S Certificate; provided that if the requested
        transfer or exchange is made by the Holder of a Certificated Note that
        does not bear the Restricted Legend, then no certification is required.

                (3)     The Person requesting the registration of transfer or
        exchange must deliver or cause to be delivered to the Trustee (x) a duly
        completed Rule 144A Certificate, (y) a duly completed Regulation S
        Certificate or (z) a duly completed Institutional Accredited Investor
        Certificate, and/or an Opinion of Counsel and such other certifications
        and evidence as the Company may reasonably require in order to determine
        that the proposed transfer or exchange is being made in compliance with
        the Securities Act and any applicable securities laws of any state of
        the United States; provided that if the requested transfer or exchange
        is made by the Holder of a Certificated Note that does not bear the
        Restricted Legend, then no certification is required. In the event that
        (i) the requested transfer or exchange takes place after the Restricted
        Period and a duly completed Regulation S Certificate is delivered to the
        Trustee or (ii) a Certificated Note that does not bear the Restricted
        Legend is surrendered for transfer or exchange, upon registration of
        transfer or exchange the Trustee will deliver a Certificated Note that
        does not bear the Restricted Legend.

                (4)     The Person requesting the registration of transfer or
        exchange must deliver or cause to be delivered to the Trustee a duly
        completed Rule 144A Certificate.

                (5)     Notwithstanding anything to the contrary contained
        herein, no such exchange is permitted if the requested exchange involves
        a beneficial interest in a Temporary Offshore Global Note. If the
        requested transfer involves a beneficial interest in a Temporary
        Offshore Global Note, the Person requesting the registration of transfer
        must deliver or cause to be delivered to the Trustee (x) a duly
        completed Rule 144A Certificate or (y) a duly completed Institutional
        Accredited Investor Certificate and/or an Opinion of Counsel and such
        other certifications and evidence as the Company may reasonably require
        in order to determine that the proposed transfer is being made in
        compliance with the Securities Act and any applicable securities laws of
        any state of the United


                                       36
<PAGE>   43
        States. If the requested transfer or exchange involves a beneficial
        interest in a Permanent Offshore Global Note, no certification is
        required and the Trustee will deliver a Certificated Note that does not
        bear the Restricted Legend.

        (c)     No certification is required in connection with any transfer or
exchange of any Note (or a beneficial interest therein)

                (1)     after such Note is eligible for resale pursuant to Rule
        144(k) under the Securities Act (or a successor provision); provided
        that the Company has provided the Trustee with an Officers' Certificate
        to that effect, and the Company may require from any Person requesting a
        transfer or exchange in reliance upon this clause (1) an Opinion of
        Counsel and any other reasonable certifications and evidence in order to
        support such certificate; or

                (2)(x)  sold pursuant to an effective registration statement,
        pursuant to the Registration Rights Agreement or otherwise or (y) which
        is validly tendered for exchange into an Exchange Note pursuant to an
        Exchange Offer.

        Any Certificated Note delivered in reliance upon this paragraph will not
bear the Restricted Legend.

        (d)     The Trustee will retain copies of all certificates, opinions and
other documents received in connection with the registration of a transfer or
exchange of a Note (or a beneficial interest therein), and the Company will have
the right to inspect and make copies thereof at any reasonable time upon written
notice to the Trustee.

        SECTION 2.11. Temporary Offshore Global Notes. (a) Each Note originally
sold by the Initial Purchasers in reliance upon Regulation S will be evidenced
by one or more Offshore Global Notes that bear the Temporary Offshore Global
Note Legend.

        (b)     An owner of a beneficial interest in a Temporary Offshore Global
Note (or a Person acting on behalf of such an owner) may provide to the Trustee
(and the Trustee will accept) a duly completed Certificate of Beneficial
Ownership at any time after the Restricted Period (it being understood that the
Trustee will not accept any such certificate during the Restricted Period).
Promptly after acceptance of a Certificate of Beneficial Ownership with respect
to such a beneficial interest, the Trustee will cause such beneficial interest
to be exchanged for an equivalent beneficial interest in a Permanent Offshore
Global Note, and will (x) permanently reduce the principal amount of such
Temporary Offshore Global Note by the amount of such beneficial interest and (y)
increase the principal amount of such Permanent Offshore Global Note by the
amount of such beneficial interest.

        (c)     Notwithstanding anything to the contrary contained herein,
beneficial interests in a Temporary Offshore Global Note may be held through the
Depositary only through Euroclear and Clearstream and their respective direct
and indirect participants.


                                       37
<PAGE>   44
        (d)     Notwithstanding paragraph (b), if after the Restricted Period
any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global
Note, such Initial Purchaser may, upon written request to the Trustee
accompanied by a certification as to its status as an Initial Purchaser,
exchange such beneficial interest for an equivalent beneficial interest in a
Permanent Offshore Global Note, and the Trustee will comply with such request
and will (x) permanently reduce the principal amount of such Temporary Offshore
Global Note by the amount of such beneficial interest and (y) increase the
principal amount of such Permanent Offshore Global Note by the amount of such
beneficial interest.



                                    ARTICLE 3
                          REDEMPTION; OFFER TO PURCHASE

        SECTION 3.01. Optional Redemption. At any time and from time to time on
or after April 15, 2005, the Company may redeem the Notes, in whole or in part,
at a redemption price equal to the percentage of principal amount set forth
below plus accrued and unpaid interest to the redemption date.

<TABLE>
<CAPTION>
 12-MONTH PERIOD COMMENCING
          APRIL 15
          IN YEAR                      PERCENTAGE
-----------------------------     -------------------
<S>                               <C>
2005 ........................                105.875%
2006 ........................                102.938%
2007 ........................                100.000%
</TABLE>

        SECTION 3.02. Redemption with Proceeds of Public Equity Offering. At any
time and from time to time prior to April 15, 2004, the Company may redeem Notes
with the net cash proceeds received by the Company from any Public Equity
Offering at a redemption price equal to 111.75% of the principal amount plus
accrued and unpaid interest to the redemption date, in an aggregate principal
amount for all such redemptions not to exceed 35% of the original aggregate
principal amount of the Notes, provided that

        (1)     in each case the redemption takes place not later than 60 days
after the closing of the related Public Equity Offering, and

        (2)     not less than 65% of the aggregate principal amount of the Notes
remains outstanding immediately thereafter.

        SECTION 3.03. Method and Effect of Redemption. (a) If the Company elects
to redeem Notes, it must notify the Trustee of the redemption date and the
principal amount of Notes to be redeemed by delivering an Officers' Certificate
at least 60 days before the redemption date (unless a shorter period is
satisfactory to the Trustee). If fewer than all of the Notes are being redeemed,
the Officers' Certificate must also specify a record date


                                       38
<PAGE>   45
not less than 15 days after the date of the notice of redemption is given to the
Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot
or by any other method the Trustee in its sole discretion deems fair and
appropriate, in denominations of $1,000 principal amount and multiples thereof.
The Trustee will notify the Company promptly of the Notes or portions of Notes
to be called for redemption. Notice of redemption must be sent by the Company or
at the Company's request, by the Trustee in the name and at the expense of the
Company, to Holders whose Notes are to be redeemed at least 30 days but not more
than 60 days before the redemption date.

        (b)     The notice of redemption will identify the Notes to be redeemed
and will include or state the following:

                (1)     the redemption date;

                (2)     the redemption price, including the portion thereof
        representing any accrued interest;

                (3)     the place or places where Notes are to be surrendered
        for redemption;

                (4)     Notes called for redemption must be so surrendered in
        order to collect the redemption price;

                (5)     on the redemption date the redemption price will become
        due and payable on Notes called for redemption, and interest on Notes
        called for redemption will cease to accrue on and after the redemption
        date;

                (6)     if any Note is redeemed in part, on and after the
        redemption date, upon surrender of such Note, new Notes equal in
        principal amount to the unredeemed portion will be issued; and

                (7)     if any Note contains a CUSIP or CINS number, no
        representation is being made as to the correctness of the CUSIP or CINS
        number either as printed on the Notes or as contained in the notice of
        redemption and that the Holder should rely only on the other
        identification numbers printed on the Notes.

        (c)     Once notice of redemption is sent to the Holders, Notes called
for redemption become due and payable at the redemption price on the redemption
date, and upon surrender of the Notes called for redemption, the Company shall
redeem such Notes at the redemption price. Commencing on the redemption date,
Notes redeemed will cease to accrue interest. Upon surrender of any Note
redeemed in part, the Holder will receive a new Note equal in principal amount
to the unredeemed portion of the surrendered Note.

        SECTION 3.04. Offer to Purchase. (a) An "OFFER TO PURCHASE" means an
offer by the Company to purchase Notes as required by the Indenture. An Offer to
Purchase must be made by written offer (the "OFFER") sent to the Holders. The
Company will


                                       39
<PAGE>   46
notify the Trustee at least 15 days (or such shorter period as is acceptable to
the Trustee) prior to sending the offer to Holders of its obligation to make an
Offer to Purchase, and the offer will be sent by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company.

        (b)     The offer must include or state the following as to the terms of
the Offer to Purchase:

                (1)     the provision of the Indenture pursuant to which the
        Offer to Purchase is being made;

                (2)     the aggregate principal amount of the outstanding Notes
        offered to be purchased by the Company pursuant to the Offer to Purchase
        (including, if less than 100%, the manner by which such amount has been
        determined pursuant to the Indenture) (the "PURCHASE AMOUNT");

                (3)     the purchase price, including the portion thereof
        representing accrued interest;

                (4)     an expiration date (the "EXPIRATION DATE") not less than
        30 days or more than 60 days after the date of the offer, and a
        settlement date for purchase (the "PURCHASE DATE") not more than five
        Business Days after the expiration date;

                (5)     information concerning the business of the Company and
        its Subsidiaries which the Company in good faith believes will enable
        the Holders to make an informed decision with respect to the Offer to
        Purchase, at a minimum to include

                        (A)     the most recent annual and quarterly financial
                statements and "Management's Discussion and Analysis of
                Financial Condition and Results of Operations" for the Company,

                        (B)     a description of material developments in the
                Company's business subsequent to the date of the latest of the
                financial statements (including a description of the events
                requiring the Company to make the Offer to Purchase), and

                        (C)     if applicable, appropriate pro forma financial
                information concerning the Offer to Purchase and the events
                requiring the Company to make the Offer to Purchase;

                (6)     a Holder may tender all or any portion of its Notes,
        subject to the requirement that any portion of a Note tendered must be
        in a multiple of $1,000 principal amount;


                                       40
<PAGE>   47
                (7)     the place or places where Notes are to be surrendered
        for tender pursuant to the Offer to Purchase;

                (8)     each Holder electing to tender a Note pursuant to the
        offer will be required to surrender such Note at the place or places
        specified in the offer prior to the close of business on the expiration
        date (such Note being, if the Company or the Trustee so requires, duly
        endorsed or accompanied by a duly executed written instrument of
        transfer);

                (9)     interest on any Note not tendered, or tendered but not
        purchased by the Company pursuant to the Offer to Purchase, will
        continue to accrue;

                (10)    on the purchase date the purchase price will become due
        and payable on each Note accepted for purchase, and interest on Notes
        purchased will cease to accrue on and after the purchase date;

                (11)    Holders are entitled to withdraw Notes tendered by
        giving notice, which must be received by the Company or the Trustee not
        later than the close of business on the expiration date, setting forth
        the name of the Holder, the principal amount of the tendered Notes, the
        certificate number of the tendered Notes and a statement that the Holder
        is withdrawing all or a portion of the tender;

                (12)    (i) if Notes in an aggregate principal amount less than
        or equal to the purchase amount are duly tendered and not withdrawn
        pursuant to the Offer to Purchase, the Company will purchase all such
        Notes, and (ii) if the Offer to Purchase is for less than all of the
        outstanding Notes and Notes in an aggregate principal amount in excess
        of the purchase amount are tendered and not withdrawn pursuant to the
        offer, the Company will purchase Notes having an aggregate principal
        amount equal to the purchase amount on a pro rata basis, with
        adjustments so that only Notes in multiples of $1,000 principal amount
        will be purchased;

                (13)    if any Note is purchased in part, new Notes equal in
        principal amount to the unpurchased portion of the Note will be issued;
        and

                (14)    if any Note contains a CUSIP or CINS number, no
        representation is being made as to the correctness of the CUSIP or CINS
        number either as printed on the Notes or as contained in the offer and
        that the Holder should rely only on the other identification numbers
        printed on the Notes.

        (c)     Prior to the purchase date, the Company will accept tendered
Notes for purchase as required by the Offer to Purchase and deliver to the
Trustee all Notes so accepted together with an Officers' Certificate specifying
which Notes have been accepted for purchase. On the purchase date the purchase
price will become due and payable on each Note accepted for purchase, and
interest on Notes purchased will cease to accrue on and after the purchase date.
The Trustee will promptly return to Holders


                                       41
<PAGE>   48
any Notes not accepted for purchase and send to Holders new Notes equal in
principal amount to any unpurchased portion of any Notes accepted for purchase
in part.

        (d)     The Company will comply with Rule 14e-1 under the Exchange Act
and all other applicable laws in making any Offer to Purchase, and the above
procedures will be deemed modified as necessary to permit such compliance.

        (e)     The Company will timely repay Debt or obtain consents as
necessary under, or terminate, any agreements or instruments that would
otherwise prohibit an Offer to Purchase required to be made pursuant to the
Indenture.



                                    ARTICLE 4
                                    COVENANTS

        SECTION 4.01. Payment of Notes. (a) The Company agrees to pay the
principal of and interest on the Notes on the dates and in the manner provided
in the Notes and the Indenture. Not later than 9:00 A.M. (New York City time) on
the due date of any principal of or interest on any Notes, or any redemption or
purchase price of the Notes, the Company will deposit with the Trustee (or
Paying Agent) money in immediately available funds sufficient to pay such
amounts, provided that if the Company or any Affiliate of the Company is acting
as Paying Agent, it will, on or before each due date, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to
pay such amounts until paid to such Holders or otherwise disposed of as provided
in the Indenture. In each case the Company will promptly notify the Trustee of
its compliance with this paragraph.

        (b)     An installment of principal or interest will be considered paid
on the date due if the Trustee (or Paying Agent, other than the Company or any
Affiliate of the Company) holds on that date money designated for and sufficient
to pay the installment. If the Company or any Affiliate of the Company acts as
Paying Agent, an installment of principal or interest will be considered paid on
the due date only if paid to the Holders.

        (c)     The Company agrees to pay interest on overdue principal and
overdue installments of interest at the rate per annum specified in the Notes.

        (d)     Payments in respect of the Notes represented by the Global Notes
are to be made by wire transfer of immediately available funds to the accounts
specified by the Holders of the Global Notes. With respect to Certificated
Notes, the Company will make all payments by mailing a check to each Holder's
registered address or, at the Company's option, by wire transfer of immediately
available funds to the accounts specified by the Holders thereof.

        SECTION 4.02. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York or Wilmington, Delaware, an
office or agency where Notes may be surrendered for registration of transfer or
exchange or for presentation for payment and where notices and demands to or
upon the Company in respect of the Notes and the Indenture may be served. The
Company hereby initially


                                       42
<PAGE>   49
designates the Corporate Trust Office of the Trustee as such office of the
Company. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served to the Trustee.

        The Company may also from time to time designate one or more other
offices or agencies where the Notes may be surrendered or presented for any of
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

        SECTION 4.03. Existence. The Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence and
the existence of each of its Restricted Subsidiaries in accordance with their
respective organizational documents, and the material rights, licenses and
franchises of the Company and each Restricted Subsidiary, provided that the
Company is not required to preserve any such right, license or franchise, or the
existence of any Restricted Subsidiary, if in the Company's judgment the
maintenance or preservation thereof is no longer desirable in the conduct of the
business of the Company and its Restricted Subsidiaries taken as a whole; and
provided further that this Section does not prohibit any transaction otherwise
permitted by Section 4.13 or Article 5.

        SECTION 4.04. Payment of Taxes and Other Claims. The Company will pay or
discharge, and cause each of its Subsidiaries to pay or discharge before the
same become delinquent (i) all material taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or its income or
profits or property, and (ii) all material lawful claims for labor, materials
and supplies that, if unpaid, might by law become a Lien upon the property of
the Company or any Subsidiary, other than any such tax, assessment, charge or
claim the amount, applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate reserves, if necessary,
have been established.

        SECTION 4.05. Maintenance of Properties and Insurance. (a) The Company
will cause all properties used or useful in the conduct of its business or the
business of any of its Restricted Subsidiaries to be maintained and kept in good
condition, repair and working order as in the judgment of the Company may be
necessary so that the business of the Company and its Restricted Subsidiaries
may be properly and advantageously conducted at all times; provided that nothing
in this Section prevents the Company or any Restricted Subsidiary from
discontinuing the use, operation or maintenance of any of such properties or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company, desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole.

        (b)     The Company will provide or cause to be provided, for itself and
its Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or


                                       43
<PAGE>   50
damage of the kinds customarily insured against by corporations similarly
situated and owning like properties, including, but not limited to, products
liability insurance, physical damage insurance and public liability insurance,
with reputable insurers, in such amounts, with such deductibles and by such
methods as are customary for corporations similarly situated in the industry in
which the Company and its Restricted Subsidiaries are then conducting business.

        SECTION 4.06. Limitation on Debt and Disqualified or Preferred Stock.
(a) The Company

                (1)     will not, and will not permit any of its Restricted
        Subsidiaries to, Incur any Debt; and

                (2)     will not, and will not permit any Restricted Subsidiary
        to, Incur any Disqualified Stock, or permit any of its Restricted
        Subsidiaries to Incur any Preferred Stock (other than Disqualified or
        Preferred Stock of Restricted Subsidiaries held by the Company or a
        Wholly-Owned Restricted Subsidiary, so long as it is so held);

provided that the Company or any Guarantor may Incur Debt and the Company or any
Guarantor may Incur Disqualified Stock if, on the date of the Incurrence, after
giving effect to the Incurrence and the receipt and application of the proceeds
therefrom, the Fixed Charge Coverage Ratio is not less than 2.50 to 1.

        (b)     Notwithstanding the foregoing, the Company and, to the extent
provided below, any Restricted Subsidiary may Incur the following ("PERMITTED
DEBT"):

                (1)     Debt of the Company and any Guarantor pursuant to the
        Credit Agreement, and Guarantees of such Debt by the Company or any
        Guarantor; provided that the aggregate principal amount at any time
        outstanding under the Credit Agreement does not exceed the greater of
        (i) $100.0 million, less the aggregate amount of all such Debt under the
        Credit Agreement permanently repaid pursuant to payments thereof in
        accordance with Section 4.13(d)(A) and (ii) the sum of the amounts equal
        to (x) 85% of the book value of the accounts receivable of the Company
        and its consolidated Restricted Subsidiaries and (y) 65% of the book
        value of the inventory of the Company and its consolidated Restricted
        Subsidiaries (but excluding any accounts receivable and inventory that
        are ineligible at such time for inclusion in the calculation of a
        borrowing base or similar borrowing limit (if any) under the Credit
        Agreement), in each case as of the most recently ended fiscal quarter of
        the Company for which financial statements have been provided (or, if
        not timely provided, required to be provided) pursuant to Section 4.17;

                (2)     Debt of the Company or any Restricted Subsidiary to the
        Company or any Wholly Owned Restricted Subsidiary so long as such Debt
        continues to be owed to the Company or a Wholly Owned Restricted
        Subsidiary


                                       44
<PAGE>   51
        and which is, if the obligor is the Company or a Guarantor and the
        obligee is not the Company or a Guarantor, subordinated in right of
        payment to the Notes;

                (3)     Debt of the Company pursuant to the Notes and Debt of
        any Guarantor pursuant to a Note Guaranty of the Notes;

                (4)     Debt of the Company or any Restricted Subsidiary
        ("PERMITTED REFINANCING DEBT") constituting an extension or renewal of,
        replacement of, or substitution for, or issued in exchange for, or the
        net proceeds of which are used to repay, redeem, repurchase, refinance
        or refund, including by way of defeasance, (all of the above, for
        purpose of this clause, "REFINANCE") then outstanding Debt in an amount
        not to exceed the principal amount of the Debt so refinanced, plus
        premiums, fees and expenses; provided that

                        (A)     in case the Debt to be refinanced is
                subordinated in right of payment to the Notes, the new Debt, by
                its terms or by the terms of any agreement or instrument
                pursuant to which it is outstanding, is expressly made
                subordinate in right of payment to the Notes at least to the
                extent that the Debt to be refinanced is subordinated to the
                Notes,

                        (B)     the new Debt does not have a Stated Maturity
                prior to the Stated Maturity of the Debt to be refinanced, and
                the Average Life of the new Debt is at least equal to the
                remaining Average Life of the Debt to be refinanced,

                        (C)     in no event may Debt of the Company be
                refinanced pursuant to this clause by means of any Debt of any
                Restricted Subsidiary that is not a Guarantor and in no event
                may Debt of a Guarantor be refinanced pursuant to this clause by
                means of any Debt of any Restricted Subsidiary that is not a
                Guarantor, and

                        (D)     Debt Incurred pursuant to clauses (1), (2), (5),
                (6), (10) and (11) of this Section 4.06(b) may not be refinanced
                pursuant to this clause;

                (5)     Hedging Agreements of the Company or any Restricted
        Subsidiary entered into in the ordinary course of business for the
        purpose of limiting risks associated with the business of the Company
        and its Restricted Subsidiaries and not for speculation;

                (6)     Debt of the Company or any Restricted Subsidiary with
        respect to letters of credit and bankers' acceptances issued in the
        ordinary course of business and not supporting Debt, including letters
        of credit supporting performance, surety or appeal bonds or
        indemnification, adjustment of purchase price or similar obligations
        incurred in connection with the disposition of any business or assets;
        provided that the maximum liability in connection with any


                                       45
<PAGE>   52
        disposition shall not exceed the gross proceeds actually received by the
        Company or that Restricted Subsidiary in connection with the
        disposition;

                (7)     Acquired Debt , provided that after giving effect to the
        Incurrence thereof, the Company could Incur at least $1.00 of Debt under
        Section 4.06(a);

                (8)     Debt of the Company or any Restricted Subsidiary
        outstanding on the Issue Date (and, for purposes of clause (4) (D), not
        otherwise constituting Permitted Debt);

                (9)     Debt of the Company or any Restricted Subsidiary, which
        may include Capital Leases, Incurred no later than 180 days after the
        date of purchase or completion of construction or improvement of
        property for the purpose of financing all or any part of the purchase
        price or cost of construction or improvement, provided that the
        aggregate principal amount of any Debt Incurred pursuant to this clause
        may not exceed (a) $30.0 million less (b) the aggregate outstanding
        principal amount of Permitted Refinancing Debt Incurred to refinance
        Debt Incurred under this clause (9);

                (10)    Guarantees by the Company or any Guarantor of any Debt
        of the Company or any Guarantor permitted to be incurred under any other
        clause of this Section 4.06; and

                (11)    other Debt of the Company or any Guarantor or of any
        Foreign Restricted Subsidiary in an aggregate principal amount for all
        Debt under this clause (11) at any time outstanding not to exceed $10.0
        million.

        (c)     For purposes of determining compliance with Section 4.06, in the
event that an item of Debt or any portion thereof meets the criteria of more
than one of the categories of Permitted Debt described in clauses (b)(1) through
(11) above, or is entitled to be incurred pursuant to clause (a), the Company
shall, in its sole discretion, classify such item of Debt or any portion thereof
in any manner that complies with this covenant and such item of debt or portion
thereof will be treated as having been incurred pursuant to only the clause or
clauses designated by the Company.

        SECTION 4.07. Limitation on Restricted Payments. (a) The Company will
not, and will not permit any Restricted Subsidiary to, directly or indirectly
(the payments and other actions described in the following clauses being
collectively "RESTRICTED PAYMENTS"):

                (i)     declare or pay any dividend or make any distribution on
        its Equity Interests (other than dividends or distributions paid in the
        Company's Qualified Stock) held by Persons other than the Company or any
        of its Wholly Owned Restricted Subsidiaries;


                                       46
<PAGE>   53
                (ii)    purchase, redeem or otherwise acquire or retire for
        value any Equity Interests of the Company or any Restricted Subsidiary
        held by Persons other than the Company or any of its Wholly Owned
        Restricted Subsidiaries;

                (iii)   repay, redeem, repurchase, defease or otherwise acquire
        or retire for value, or make any payment on or with respect to, any
        Subordinated Debt except a payment of interest or principal at Stated
        Maturity; or

                (iv)    make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted
Payment:

                (1)     no Default has occurred and is continuing,

                (2)     the Company could Incur at least $1.00 of Debt under
        Section 4.06(a), and

                (3)     the aggregate amount expended for all Restricted
        Payments made on or after the Issue Date would not, subject to paragraph
        (c), exceed the sum of

                        (A)     50% of the aggregate amount of the Consolidated
                Net Income (or, if the Consolidated Net Income is a loss, minus
                100% of the amount of the loss) accrued on a cumulative basis
                during the period, taken as one accounting period, beginning on
                April 1, 2001 and ending on the last day of the Company's most
                recently completed fiscal quarter for which financial statements
                have been provided (or if not timely provided, required to be
                provided) pursuant to Section 4.17, plus

                        (B)     subject to paragraph (c), the aggregate net cash
                proceeds received by the Company (other than from a Subsidiary)
                after the Issue Date from the issuance and sale of its Qualified
                Equity Interests, including by way of issuance of its
                Disqualified Equity Interests or Debt to the extent since
                converted into Qualified Equity Interests of the Company, plus

                        (C)     an amount equal to the sum, for all Unrestricted
                Subsidiaries, of the following:

                                (x)     the cash return, after the Issue Date,
                        on Investments in an Unrestricted Subsidiary made after
                        the Issue Date pursuant to this paragraph (a) as a
                        result of any sale for cash, repayment, redemption,
                        liquidating distribution or other cash realization (not
                        included in Consolidated Net Income), plus

                                (y)     the portion (proportionate to the
                        Company's equity interest in such Subsidiary) of the
                        fair market value of the assets less liabilities of an
                        Unrestricted Subsidiary at the time


                                       47
<PAGE>   54
                        such Unrestricted Subsidiary is designated a Restricted
                        Subsidiary,

                not to exceed, in the case of any Unrestricted Subsidiary, the
                amount of Investments made after the Issue Date by the Company
                and its Restricted Subsidiaries in such Unrestricted Subsidiary
                pursuant to this paragraph (a), plus

                        (D)     the cash return, after the Issue Date, on any
                other Investment made after the Issue Date pursuant to this
                paragraph (a), as a result of any sale for cash, repayment,
                redemption, liquidating distribution or other cash realization
                (not included in Consolidated Net Income), not to exceed the
                amount of such Investment so made.

        The amount expended in any Restricted Payment, if other than in cash,
will be deemed to be the fair market value of the relevant non-cash assets, as
determined in good faith by the Board of Directors, whose determination will be
conclusive and evidenced by a Board Resolution.

        (b)     The foregoing will not prohibit:

                (1)     the payment of any dividend within 60 days after the
        date of declaration thereof if, at the date of declaration, such payment
        would comply with paragraph (a);

                (2)     dividends or distributions by a Restricted Subsidiary
        payable, on a pro rata basis or on a basis more favorable to the Company
        (or the relevant Restricted Subsidiary holding the Capital Stock of such
        Restricted Subsidiary, as applicable), to all holders of any class of
        Capital Stock of such Restricted Subsidiary a majority of which is held,
        directly or indirectly through Restricted Subsidiaries, by the Company;

                (3)     the repayment, redemption, repurchase, defeasance or
        other acquisition or retirement for value of Subordinated Debt with the
        proceeds of, or in exchange for, Permitted Refinancing Debt;

                (4)     the purchase, redemption or other acquisition or
        retirement for value of Equity Interests of the Company in exchange for,
        or out of the proceeds of a substantially concurrent offering of,
        Qualified Equity Interests of the Company;

                (5)     the repayment, redemption, repurchase, defeasance or
        other acquisition or retirement of Subordinated Debt of the Company in
        exchange for, or out of the proceeds of, a substantially concurrent
        offering of, Qualified Equity Interests of the Company;


                                       48
<PAGE>   55
                (6)     the purchase, redemption or other acquisition or
        retirement for value of Equity Interests of the Company held by
        officers, directors or employees or former officers, directors or
        employees (or their estates or beneficiaries), upon death, disability,
        retirement, severance or termination of employment, or in order to
        satisfy tax withholding obligations of such persons upon the exercise of
        options or the vesting of performance shares, or pursuant to any
        agreement under which the Equity Interests were issued; provided that
        the aggregate cash consideration paid therefor after the Issue Date does
        not exceed an aggregate amount of $8.0 million;

                (7)     (A) Investments in any Joint Venture or Unrestricted
        Subsidiary organized to construct, acquire, own and/or operate a
        facility in a Permitted Business in the European Union, in an aggregate
        amount that, together with all other Investments made pursuant to this
        clause (7)(A), does not exceed $15.0 million and (B) any Limited
        Recourse Guarantee by any Joint Venture Holding Company holding such
        Investment to secure Non-Recourse Debt of such Joint Venture or
        Unrestricted Subsidiary;

                (8)     any other Restricted Payment which, together with all
        other Restricted Payments made pursuant to this clause (8) on or after
        the Issue Date, does not exceed $10.0 million; and

                (9)     the payment by the Company or any Restricted Subsidiary
        of any purchase price adjustment in connection with the acquisition of
        the Hawesville facility pursuant to the provisions of the Stock Purchase
        Agreement between the Company and Southwire Company as in effect on the
        Issue Date;

provided that, in the case of clauses (6), (7) and (8) no Default has occurred
and is continuing or would occur as a result thereof and, provided further that,
in the case of clause (7), after giving effect to the proposed Investment, the
Company could Incur at least $1.00 of Debt under Section 4.06(a).

        (c)     Proceeds of the issuance of Qualified Equity Interests will be
included under clause (3) of paragraph (a) only to the extent they are not
applied as described in clause (4) or (5) of paragraph (b). Restricted Payments
permitted pursuant to clauses (2) (to the extent paid to the Company or any
Restricted Subsidiary of the Company), (3), (4), (5), (6), (7) or (9) of
paragraph (b) will not be included in making the calculations under clause (3)
of paragraph (a).

        (d)     In the case of any Restricted Payment proposed to be made on or
prior to April 2, 2003, if this covenant requires, as a condition to such
Restricted Payment, that the Company has the ability to Incur at least $1.00 of
Debt under Section 4.06(a) at the time of, and after giving effect to, the
proposed Restricted Payment, then, for purposes of this covenant only, the
reference in such paragraph (a) to a Fixed Charge Coverage Ratio of "not less
than 2.50 to 1" shall instead be read as a Fixed Charge Coverage Ratio of "not
less than 2.25 to 1."


                                       49
<PAGE>   56
                                                                     Exhibit 4.2

            SECTION 4.08. Limitation on Liens. The Company will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, incur or permit
to exist any Lien of any nature whatsoever on any of its properties or assets,
whether owned at the Issue Date or thereafter acquired, other than Permitted
Liens, provided, however, that the foregoing will not apply, with respect to any
such properties or assets, other than Restricted Assets, to the extent the
Company or any Restricted Subsidiary effectively provides that the Notes shall
be secured equally and ratably with (or, if the obligation to be secured by the
Lien is subordinated in right of payment to the Notes or any Note Guaranty,
prior to) the obligations so secured for so long as such obligations are so
secured.

         SECTION 4.09. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. (a) Except as provided in paragraph (b), the
Company will not, and will not permit any Restricted Subsidiary to, create or
otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Restricted
Subsidiary to

                  (1) pay dividends or make any other distributions on any
         Equity Interests of the Restricted Subsidiary owned by the Company or
         any other Restricted Subsidiary,

                  (2) pay any Debt or other obligation owed to the Company or
         any other Restricted Subsidiary,

                  (3) make loans or advances to the Company or any other
         Restricted Subsidiary, or

                  (4) transfer any of its property or assets to the Company or
         any other Restricted Subsidiary.

         (b) The provisions of paragraph (a) do not apply to any encumbrances or
restrictions

          (1) existing on the Issue Date in the Credit Agreement, the Indenture
         or any other agreements in effect on the Issue Date, and any
         extensions, renewals, replacements or refinancings of any of the
         foregoing; provided the encumbrances and restrictions in the extension,
         renewal, replacement or refinancing are, taken as a whole, no less
         favorable in any material respect to the Noteholders than the
         encumbrances or restrictions being extended, renewed, replaced or
         refinanced;

          (2)   existing under or by reason of applicable law;

          (3)   existing

                       (A) with respect to any Person, or with respect to the
                  property or assets of any Person, at the time the Person is
                  acquired by the Company or any Restricted Subsidiary, or

                                       50
<PAGE>   57
                         (B) with respect to any Unrestricted Subsidiary at the
                    time it is designated or is deemed to become a Restricted
                    Subsidiary,

         which encumbrances or restrictions (i) are not applicable to any other
         Person or the property or assets of any other Person and (ii) were not
         put in place in anticipation of such event, and any extensions,
         renewals, replacements or refinancings of any of the foregoing,
         provided the encumbrances and restrictions in the extension, renewal,
         replacement or refinancing are, taken as a whole, no less favorable in
         any material respect to the Noteholders than the encumbrances or
         restrictions being extended, renewed, replaced or refinanced;

          (4)   of the type described in clause (a)(4) arising or agreed to

                           (i) in the ordinary course of business that restrict
                  in a customary manner the subletting, assignment or transfer
                  of any property or asset that is subject to a lease or
                  license,

                           (ii) with respect to any assets comprising a
                  Permitted Business in which the Company or any Restricted
                  Subsidiary has ownership of an undivided interest, pursuant to
                  the agreements under which such interest is owned or
                  maintained, including, without limitation, options, put and
                  call arrangements, rights of first refusal and similar rights,
                  provided that such restrictions are consistent with the
                  Company's past practice, or

                           (iii) in the ordinary course of business by virtue of
                  any Lien on, or agreement to transfer, option or similar right
                  with respect to any property or assets of, the Company or any
                  Restricted Subsidiary;

          (5) with respect to a Restricted Subsidiary and imposed pursuant to an
         agreement that has been entered into for the sale or disposition of all
         or substantially all of the Capital Stock of or property and assets of
         the Restricted Subsidiary that is permitted by the Indenture;

          (6)   on the ability of Restricted Subsidiaries to consummate
         transactions of the type described in clause (a)(1), (2), (3) or (4)
         provided for by any Indebtedness permitted to be incurred under the
         Indenture; provided that such restrictions are not more restrictive
         than the restrictions contained in the Indenture; or

           (7)  required pursuant to Section 4.06(b)(2).

         SECTION 4.10. Limitation on Sale or Issuance of Equity Interests of
Restricted Subsidiaries. The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, sell or issue any Equity
Interests of a Restricted Subsidiary unless

                                       51
<PAGE>   58
          (1)   the sale or issuance is to the Company or a Wholly Owned
         Restricted Subsidiary,

          (2) the sale or issuance is of Capital Stock representing directors'
         qualifying shares or Capital Stock required by applicable law to be
         held by a Person other than the Company or a Restricted Subsidiary,

          (3) (i) if, after giving pro forma effect to the sale or issuance, the
         Restricted Subsidiary upon such sale or issuance would no longer be a
         Restricted Subsidiary and all remaining Investments of the Company and
         the Restricted Subsidiaries in such Person are permitted under Section
         4.07 and (ii) the Company complies with Section 4.13 with respect to
         the sale or issuance, or

          (4) (i) such sale or issuance is a sale or issuance of Common Stock of
         a Restricted Subsidiary that is a Guarantor and remains a Restricted
         Subsidiary that is a Guarantor after giving effect to the sale, and
         (ii) the Company complies with Section 4.13 with respect to the sale or
         issuance.

         SECTION 4.11. Guaranties by Restricted Subsidiaries. If the Company or
any of its Restricted Subsidiaries acquires or creates a Domestic Restricted
Subsidiary after the Issue Date, the new Domestic Restricted Subsidiary must
provide a Note Guaranty.

         A Restricted Subsidiary required to provide a Note Guaranty shall
execute a supplemental indenture substantially in the form of Exhibit B, and
deliver an Opinion of Counsel to the Trustee to the effect that the supplemental
indenture has been duly authorized, executed and delivered by the Restricted
Subsidiary and constitutes a valid and binding obligation of the Restricted
Subsidiary, enforceable against the Restricted Subsidiary in accordance with its
terms (subject to customary exceptions).

         SECTION 4.12. Repurchase of Notes upon a Change of Control. Not later
than 30 days following a Change of Control, the Company will make an Offer to
Purchase all outstanding Notes at a purchase price equal to 101% of the
principal amount plus accrued interest to the date of purchase.

         SECTION 4.13. Limitation on Asset Sales. The Company will not, and will
not permit any Restricted Subsidiary to, make any Asset Sale unless the
following conditions are met:

          (a) The Asset Sale is for fair market value, as determined in good
faith by the Board of Directors.

          (b) At least 75% of the consideration consists of cash received at
closing; provided that to the extent that any disposition in such Asset Sale was
of Restricted Assets, the non-cash consideration received is pledged as
Collateral under the Security Documents substantially simultaneously with such
sale, in accordance with the requirements set forth in Section 4.19(c).

                                       52
<PAGE>   59
         For purposes of this clause (b):

          (i) Debt (other than Subordinated Debt) or other obligations of the
         Company or a Restricted Subsidiary assumed by the purchaser pursuant to
         a customary novation agreement (unless and to the extent that the
         assets disposed of in such Asset Sale are Restricted Assets), and

         (ii) instruments or securities received from the purchaser that are
         promptly, but in any event within 30 days of the closing, converted by
         the Company to cash, to the extent of the cash actually so received

         shall be considered cash received at closing.

          (c) If the assets subject to the Asset Sale constitute Collateral, the
Asset Sale satisfies the requirements of Section 11.02.

         (d) An amount equal to the Net Cash Proceeds from the Asset Sale may be
used

          (i) unless the disposition was of Restricted Assets, to permanently
         repay Debt under the Credit Agreement (and in the case of a revolving
         credit, permanently reduce the commitment thereunder by such amount),
         or

         (ii) to acquire all or substantially all of the assets of a Permitted
         Business, or a majority of the Voting Stock of another Person that
         thereupon becomes a Guarantor engaged in a Permitted Business, or to
         make capital expenditures or otherwise acquire long-term assets
         (including an undivided interest therein) that are to be used in a
         Permitted Business; provided that to the extent that any disposition in
         such Asset Sale was of Restricted Assets, the assets (including Voting
         Stock) acquired with the Net Cash Proceeds thereof are pledged as
         Collateral under the Security Documents substantially simultaneously
         with such acquisition, in accordance with the requirements set forth in
         Section 4.19(c).

          (e) The Net Cash Proceeds of an Asset Sale not applied pursuant to
clause (d) within 360 days of the Asset Sale constitute "EXCESS PROCEEDS".
Excess Proceeds of less than $10.0 million will be carried forward and
accumulated. When accumulated Excess Proceeds equal or exceed $10.0 million, the
Company must, within 30 days, make an Offer to Purchase Notes having a principal
amount equal to

          (i)   accumulated Excess Proceeds, multiplied by

         (ii) (a) if the assets constitute Restricted Assets, one or (b)
         otherwise, a fraction (x) the numerator of which is equal to the
         outstanding principal amount of the Notes and (y) the denominator of
         which is equal to the outstanding principal amount of the Notes and all
         pari passu Debt similarly

                                       53
<PAGE>   60
         required to be repaid, redeemed or tendered for in connection with the
         Asset Sale,

rounded down to the nearest $1,000. The purchase price for the Notes will be
100% of the principal amount plus accrued interest to the date of purchase. Upon
completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and
any Excess Proceeds remaining after consummation of the Offer to Purchase may be
used for any purpose not otherwise prohibited by the Indenture.

          (f) To the extent that any Net Cash Proceeds are from a disposition of
Restricted Assets, the fair market value of which exceeds $2.5 million in the
aggregate, such Net Cash Proceeds will be deposited in the Cash Collateral
Account pursuant to Section 11.03 pending application pursuant to clause (d) or
(e) above.

         SECTION 4.14. Limitation on Transactions with Shareholders and
Affiliates. (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or extend any
transaction or arrangement (including, without limitation, the purchase, sale,
lease or exchange of property or assets, or the rendering of any service) with
(x) any holder, or any Affiliate of any holder, of 5% or more of any class of
Capital Stock of the Company or (y) any Affiliate of the Company or any
Restricted Subsidiary (a "RELATED PARTY TRANSACTION"), except upon fair and
reasonable terms no less favorable to the Company or the Restricted Subsidiary
than could be obtained in a comparable arm's-length transaction with a Person
that is not an Affiliate of the Company.

           (b) Any Related Party Transaction or series of Related Party
Transactions with an aggregate value in excess of $5.0 million must first be
approved by a majority of the members of the Board of Directors who are
disinterested in the subject matter of the transaction (the "DISINTERESTED
DIRECTORS") pursuant to a Board Resolution delivered to the Trustee. Prior to
entering into any Related Party Transaction or series of Related Party
Transactions with an aggregate value in excess of $25.0 million, the Company
must in addition obtain and deliver to the Trustee a favorable written opinion
from a nationally recognized investment banking firm as to the fairness of the
transaction to the Company and its Restricted Subsidiaries from a financial
point of view. In the event of any Related Party Transaction that consists of
any asset acquisition or disposition and a related purchase or supply agreement,
the transaction shall be considered as a whole in determining its compliance
with this covenant.

          The foregoing paragraphs do not apply to

                  (1) any transaction between the Company and any of its
         Restricted Subsidiaries or between Restricted Subsidiaries of the
         Company;

                  (2) the payment of reasonable and customary regular fees to
         directors of the Company who are not employees of the Company;

                                       54
<PAGE>   61
                  (3) any Restricted Payments of a type described in Section
         4.07(a)(i) and (ii) if permitted by that covenant;

                  (4) transactions or payments pursuant to any employee, officer
         or director compensation or benefit plans or arrangements entered into
         in the ordinary course of business;

                  (5) the entering into of Hedging Agreements or similar
         arrangements with Glencore International AG or any of its Affiliates on
         a basis consistent with past practice and upon fair and reasonable
         terms no less favorable to the Company or the Restricted Subsidiary
         than could reasonably be expected to be obtained in a comparable
         arm's-length transaction with a Person that is not an Affiliate of the
         Company;

                  (6) agreements or arrangements with Glencore International AG
         or any of its Affiliates relating to (a) the procurement of raw
         materials, including alumina, or (b) the sale of aluminum products;
         provided that such transactions are upon fair and reasonable terms no
         less favorable to the Company or the Restricted Subsidiary than could
         reasonably be expected to be obtained in a comparable arms'-length
         transaction with a Person that is not an Affiliate of the Company;

                  (7) the issuance of convertible preferred stock to Glencore on
         or about the Issue Date substantially on the terms described under
         "Description of Revolving Credit Facility and Convertible Preferred
         Stock" in the Offering Circular;

                  (8) the sale by the Company or a Restricted Subsidiary to
         Glencore or one of its Affiliates on or about the Issue Date of a 20%
         undivided interest in a portion of the Hawesville facility and 100%
         ownership of a single potline; and any conveyance by the Company or a
         Restricted Subsidiary to Glencore or one of its Affiliates of an
         undivided interest in a part of the Hawesville facility owned wholly by
         the Company or such Restricted Subsidiary in exchange for an undivided
         interest in another part of the Hawesville facility owned wholly by
         Glencore or such Affiliate or any similar transaction, such that, after
         giving effect thereto, the Company or such Restricted Subsidiary owns
         an undivided 80% interest in the entire Hawesville facility, all
         substantially on the terms described under "The NSA Acquisition" in the
         Offering Circular; or

                  (9) transactions pursuant to any contract or agreement in
         effect on the Issue Date (including, without limitation, transactions
         with Century Aluminum of Kentucky, LLC pursuant to the Hawesville
         owners agreement), in each case as amended, modified or replaced from
         time to time so long as the amended, modified or new agreements, taken
         as a whole, are no less favorable to the Company and its Restricted
         Subsidiaries than those in effect on the Issue Date.

                                       55
<PAGE>   62
         SECTION 4.15. Line of Business. The Company will not, and will not
permit any of its Restricted Subsidiaries, to engage in any business other than
a Permitted Business (including indirectly, through its interest in a Joint
Venture that is not a Restricted Subsidiary), except to an extent that so doing
would not be material to the Company and its Restricted Subsidiaries, taken as a
whole.

         SECTION 4.16. Designation of Restricted and Unrestricted Subsidiaries.
(a) The Board of Directors may designate any Subsidiary, including a newly
acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the
following qualifications and the designation would not cause a Default.

                  (1) Such Subsidiary does not own any Capital Stock of the
         Company or any Restricted Subsidiary or any Restricted Assets or hold
         any Debt of, or any Lien on any property of, the Company or any
         Restricted Subsidiary.

                  (2) At the time of designation, the designation would be
         permitted under Section 4.07.

                  (3) To the extent the Debt of the Subsidiary is not
         Non-Recourse Debt, any Guarantee or other credit support thereof by the
         Company or any Restricted Subsidiary is permitted under Section 4.06
         and Section 4.07.

                  (4) The Subsidiary is not party to any transaction or
         arrangement with the Company or any Restricted Subsidiary that would
         not be permitted under Section 4.14.

                  (5) Neither the Company nor any Restricted Subsidiary has any
         obligation to subscribe for additional Equity Interests of the
         Subsidiary or to maintain or preserve its financial condition or cause
         it to achieve specified levels of operating results except to the
         extent permitted by Section 4.06 and Section 4.07.

Once so designated the Subsidiary will remain an Unrestricted Subsidiary,
subject to paragraph (b).

         (b) (1) A Subsidiary previously designated an Unrestricted Subsidiary
which at any time fails to meet the qualifications set forth in paragraph (a)
will be deemed to become at that time a Restricted Subsidiary, subject to the
consequences set forth in paragraph (d).

                  (2) The Board of Directors may designate an Unrestricted
         Subsidiary to be a Restricted Subsidiary if the designation would not
         cause a Default.

         (c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

                  (1) all existing Investments of the Company and the Restricted
         Subsidiaries therein will be deemed made at that time;

                                       56
<PAGE>   63
                  (2) all existing transactions between it and the Company or
         any Restricted Subsidiary will be deemed entered into at that time;

                  (3) it will be released at that time from its Note Guaranty,
         if any; and

                  (4) it will cease to be subject to the provisions of the
         Indenture as a Restricted Subsidiary.

     (d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a
Restricted Subsidiary,

                  (1) all of its Debt and Disqualified or Preferred Stock will
         be deemed Incurred at that time for purposes of Section 4.06, but will
         not be considered the sale or issuance of Equity Interests for purposes
         of Section 4.10 or Section 4.13;

                  (2) Investments therein previously charged under Section 4.07
         will be credited thereunder;

                  (3) it may be required to issue a Note Guaranty of the Notes
         pursuant to Section 4.11; and

                  (4) it will thenceforward be subject to the provisions of the
         Indenture as a Restricted Subsidiary.

           (e) Any designation by the Board of Directors of a Subsidiary as a
Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the
Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to the designation and an Officer's Certificate certifying that
the designation complied with the foregoing provisions.

     SECTION 4.17. Financial Reports. (a) Whether or not the Company is subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the
Company must provide the Trustee and Noteholders within the time periods
specified in those sections with

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10- K if the Company were required to file such forms, including a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" and, with respect to annual information only, a report thereon
     by the Company's certified independent accountants, and

          (2) all current reports that would be required to be filed with the
     Commission on Form 8-K if the Company were required to file such reports.

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<PAGE>   64
         In addition, whether or not required by the Commission, the Company
will, if the Commission will accept the filing, file a copy of all of the
information and reports referred to in clauses (1) and (2) with the Commission
for public availability within the time periods specified in the Commission's
rules and regulations. In addition, the Company will make the information and
reports available to securities analysts and prospective investors upon request.

         (b) For so long as any of the Notes remain outstanding and constitute
"restricted securities" under Rule 144, the Company and the Guarantors will
furnish to the Holders of the Notes and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

         (c) All obligors on the Notes will comply with Section 314(a) of the
Trust Indenture Act.

         (d) Delivery of these reports and information to the Trustee is for
informational purposes only and the Trustee's receipt of them will not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 4.18. Reports to Trustee. (a) The Company and each Guarantor
will deliver to the Trustee within 120 days after the end of each fiscal year of
the Company a certificate, executed by officers of the Company and each
Guarantor, stating that the Company and each Guarantor has fulfilled its
obligations hereunder or, if there has been a Default, specifying the Default
and its nature and status.

         (b) The Company will deliver to the Trustee, as soon as possible and in
any event within 30 days after the Company becomes aware or should reasonably
become aware of the occurrence of a Default, an Officers' Certificate setting
forth the details of the Default, and the action which the Company proposes to
take with respect thereto.

         (c) The Company will deliver to the Trustee within 120 days after the
end of each fiscal year of the Company a written statement by the Company's
independent public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Notes as they relate to
accounting matters, and (ii) whether, in connection with their audit
examination, any Default has come to their attention and, if a Default has come
to their attention, specifying the nature and period of the existence thereof.

         (d) The Company shall furnish to the Trustee:

                  (i) promptly after the execution and delivery of each of the
         Security Documents, an Opinion of Counsel stating that, in the opinion
         of such counsel, the Security Documents and other applicable financing
         statements or other instruments have been properly recorded and filed,
         to the extent necessary to

                                       58
<PAGE>   65
         make effective the Lien intended to be created by the Security
         Documents, and reciting the details of such action or stating that, in
         the opinion of such counsel no such action is necessary to make such
         Liens effective; and

                  (ii) within 120 days after the end of each fiscal year of the
         Company, an Opinion of Counsel, dated as of such date, either stating
         that, in the opinion of such counsel, such action has been taken with
         respect to the recording, filing, re- recording and re-filing of the
         Security Documents, financing statements, continuation statements or
         other instruments as is necessary to maintain the Lien of the Security
         Documents and reciting the details of such action, or stating that, in
         the opinion of such counsel, no such action is necessary to maintain
         such Lien, to the extent such opinion is required by Section 314(b) of
         the Trust Indenture Act.

         (e) The Company will notify the Trustee when any Notes become listed on
any national securities exchange and of any delisting.

         SECTION 4.19. Impairment of Security Interest; Further Assurances.

         (a) The Company will not, and will not permit any Subsidiary to, take
or knowingly or negligently omit to take, any action which action or omission
might or would have the result of materially impairing the security interest
with respect to the Collateral for the benefit of the Trustee and the Holders of
the Notes, and the Company will not, and will not permit any of its Subsidiaries
to, grant to any Person other than the Collateral Agent or the Trustee, as the
case may be, for the benefit of the Trustee and the Holders of the Notes, any
interest in any of the Collateral other than Permitted Encumbrances.

         (b) Subject to Section 4.13, the Company will continue to own all of
the Equity Interests of each of its Subsidiaries that, directly or indirectly,
own the plant, property and equipment constituting Collateral directly, or cause
it to be owned by a Guarantor.

         (c) The Company and each of its Restricted Subsidiaries will execute
and deliver any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), that may be required under any applicable law, or that the
Collateral Agent or the Trustee may reasonably request, to cause the Collateral
Requirement to be and remain satisfied, all at the Company's expense.

         SECTION 4.20. Limitations on Certain Activities by Century Aluminum of
Kentucky LLC.

         (a) Limitation on Debt. Century will use all reasonable efforts to
ensure that Century Aluminum of Kentucky LLC will not incur any:

                                       59
<PAGE>   66
                  (i) Debt, other than Debt of the type described in Section
         4.06(b)(5) on behalf of the owners of the Hawesville facility, or

                  (ii) Disqualified or Preferred Stock, other than shares of
         such stock held pro rata by each of the owners of Common Stock thereof
         in accordance with their respective percentage ownership interests in
         the Hawesville facility.

         (b) Limitation on Sale of Equity Interests. Century Aluminum of
Kentucky LLC will not issue or sell any of its Equity Interests unless, after
giving effect thereto, Century and one or more of the Guarantors own a
percentage of Equity Interests of Century Aluminum of Kentucky LLC that is not
less than the Company's percentage ownership interest (including any ownership
owned by any of its Restricted Subsidiaries) in the Hawesville facility.

         (c) Limitation on Liens. Century Aluminum of Kentucky LLC will not,
directly or indirectly, incur or permit to exist any Lien of any nature
whatsoever on any of its properties or assets, whether owned at the Issue Date
or thereafter acquired, other than

                  (i) Permitted Liens of the type described under clauses (2),
         (4), (5), (6), (8), (9), (13), (15) and (19) (with respect to Liens
         described under clauses (2) and (15)) of the definition thereof,
         assuming that references in clauses (8) and (15) to the Company or any
         Restricted Subsidiary were to Century Aluminum of Kentucky LLC, and

                  (ii) Liens in favor of the owners of the Hawesville facility
         incurred in the ordinary course of business and not securing Debt
         pursuant to agreements in effect on the Issue Date.

         (d) Limitation on Asset Sales. (i) Century Aluminum of Kentucky LLC
will not sell, lease, transfer or dispose (each, a "DISPOSITION") of the
Hawesville power contract, or any rights to power thereunder, to any Person
other than to the Company or one of its Restricted Subsidiaries that is a
Guarantor, unless:

                           (A) The consideration to be distributed to the
                  Company or any Guarantor with respect to the Company's pro
                  rata portion of the disposition is at least equal to the fair
                  market value of the Company's pro rata portion of the
                  contracts or rights disposed of, as determined in good faith
                  by the Board of Directors.

                           (B) At least 75% of the consideration with respect to
                  the Company's pro rata portion consists of cash received at
                  closing; provided that the Company's pro rata portion of the
                  non-cash consideration received is pledged as Collateral under
                  the Security Documents substantially simultaneously with such
                  disposition, in accordance with the requirements set forth in
                  Section 4.19(c).

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<PAGE>   67
                           For purposes of this clause (B), instruments received
                  from the purchaser that are promptly, but in any event within
                  30 days of the closing, converted by the Company or the
                  applicable Guarantor to cash, to the extent of the cash
                  actually so received, shall be considered cash received at
                  closing.

                           (C) The Company's pro rata portion of the
                  consideration is distributed to the Company or one of its
                  Restricted Subsidiaries that is a Guarantor substantially
                  simultaneously with such disposition.

                           (D) The Company's pro rata portion of the cash
                  consideration, net of fees and expenses related to the
                  disposition, is immediately deposited into the Cash Collateral
                  Account and held as Collateral pending application pursuant to
                  Section 4.13(d)(ii) (provided that the assets (including
                  Voting Stock) acquired with such cash are pledged as

                  Collateral under the Security Documents substantially
                  simultaneously with such acquisition, in accordance with the
                  requirements set forth in Section 4.19(c)) or Section 4.13(e)
                  and, in the case of Section 4.13(e), released to the Company
                  or the relevant Guarantor if remaining after consummation of
                  the Offer to Purchase.

                  (ii) Section 4.20(d)(i) shall not apply to

                  (1)      sales of power in the ordinary course of business,

                  (2)      any sale of another owner's pro rata portion of the
                           power under the Hawesville power contract (provided
                           that (i) such owner is required to reimburse the
                           Company and its Restricted Subsidiaries, under the
                           owners' agreement or otherwise, for any increase in
                           costs of the Company's or such Restricted
                           Subsidiaries' production at the Hawesville facility
                           resulting therefrom and (ii) the production capacity
                           of the Company and its Restricted Subsidiaries at the
                           Hawesville facility is not reduced as a result of
                           such sale) and

                  (3)      the assignment of portions of the Hawesville power
                           contract to each of the owners of the Hawesville
                           facility, pro rata in accordance with their
                           respective ownership interests in the facility
                           (provided that each owner agrees, in the owners'
                           agreement or otherwise, that (i) power for the
                           facility will thereafter no longer be a shared cost,
                           but will instead be provided by each owner and (ii)
                           each owner will reimburse the other owners for any
                           increase in costs or reduction in production capacity
                           of the other owners as a result of any failure to
                           provide power).

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<PAGE>   68
                  (iii) As used herein, "PRO RATA PORTION" shall mean the
         Company's portion, based upon its ownership percentage (including any
         ownership owned by any of its Restricted Subsidiaries) of Equity
         Interests of Century Aluminum of Kentucky LLC.

          (e) Consolidation or Merger. Century Aluminum of Kentucky LLC will not
consolidated or merger with any other Person or permit any Person to merge with
or into it, unless (i) Century Aluminum of Kentucky LLC is the surviving Person
or (ii) the surviving Person expressly assumes, in a document delivered to the
Trustee, all of the obligations of Century Aluminum of Kentucky LLC hereunder.

                                    ARTICLE 5
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         SECTION 5.01. Consolidation, Merger or Sale of Assets by the Company;
No Lease of All or Substantially All Assets. (a) The Company will not

                  (i) consolidate with or merge with or into any Person, or

                  (ii) sell, convey, transfer, or otherwise dispose of all or
         substantially all of the assets of the Company and its consolidated
         Subsidiaries, as an entirety or substantially as an entirety, in one
         transaction or a series of related transactions, to any Person or

                  (iii) permit any Person to merge with or into the Company

         unless

                           (A) either (x) the Company is the continuing Person
                  or (y) the resulting, surviving or transferee Person is a
                  corporation organized and validly existing under the laws of
                  the United States of America or any jurisdiction thereof and
                  expressly assumes by supplemental indenture all of the
                  obligations of the Company under the Indenture and the Notes
                  and expressly assumes all of the obligations of the Company
                  under the Security Documents;

                           (B) immediately after giving effect to the
                  transaction, no Default has occurred and is continuing;

                           (C) immediately after giving effect to the
                  transaction on a pro forma basis, the Company or the
                  resulting, surviving or transferee Person has a Consolidated
                  Net Worth (without taking into account any purchase accounting
                  adjustments) equal to or greater than the Consolidated Net
                  Worth of the Company immediately prior to the transaction;

                                       62
<PAGE>   69
                       (D) immediately after giving effect to the transaction on
                  a pro forma basis, the Company or the resulting surviving or
                  transferee Person could Incur at least $1.00 of Debt under
                  Section 4.06(a); and

                       (E) the Company delivers to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that the
                  consolidation, merger or transfer and the supplemental
                  indenture (if any) comply with the Indenture;

provided that clauses (B) through (D) do not apply (i) to the consolidation or
merger of the Company with or into a Wholly Owned Restricted Subsidiary or the
consolidation or merger of a Wholly Owed Restricted Subsidiary with or into the
Company or (ii) if, in the good faith determination of the Board of Directors of
the Company, whose determination is evidenced by a Board Resolution, the sole
purpose of the transaction is to change the jurisdiction of incorporation of the
Company.

         (b) The Company shall not lease all or substantially all of the assets
of the Company and its consolidated Subsidiaries, whether in one transaction or
a series of transactions, to one or more other Persons.

         (c) Upon the consummation of any transaction effected in accordance
with these provisions, if the Company is not the continuing Person, the
resulting, surviving or transferee Person will succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
and the Security Documents with the same effect as if such successor Person had
been named as the Company in the Indenture and the Security Documents. Upon such
substitution, unless the successor is one or more of the Company's Subsidiaries,
the Company will be released from its obligations under the Indenture, the Notes
and the Security Documents.

         SECTION 5.02. Consolidation, Merger or Sale of Assets by a Guarantor.
(a) No Guarantor may

                  (i) consolidate with or merge with or into any Person, or

                  (ii) sell, convey, transfer or dispose of, all or
         substantially all its assets as an entirety or substantially as an
         entirety, in one transaction or a series of related transactions, to
         any Person, or

                  (iii) permit any Person to merge with or into the Guarantor

         unless

                           (A) the other Person is the Company or any Wholly
                  Owned Restricted Subsidiary that is a Guarantor or becomes a
                  Guarantor concurrently with the transaction; or

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<PAGE>   70
                           (B) (1) either (x) the Guarantor is the continuing
                  Person or (y) the resulting, surviving or transferee Person
                  expressly assumes by supplemental indenture all of the
                  obligations of the Guarantor under its Note Guaranty and
                  expressly assumes all of the obligations of the Guarantor
                  under the Security Documents to which it is a party; and

                                    (2) immediately after giving effect to the
                           transaction, no Default has occurred and is
                           continuing; or

                           (C) the transaction constitutes a sale or other
                  disposition (including by way of consolidation or merger) of
                  the Guarantor or the sale or disposition of all or
                  substantially all the assets of the Guarantor (in each case
                  other than to the Company or a Restricted Subsidiary)
                  otherwise permitted by the Indenture.

         (b) In connection with, and as a condition to, any transaction subject
to Section 5.02, the Company shall deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that the consolidation,
merger or transfer and the supplemental indenture (if any) comply with the
Indenture.



                                    ARTICLE 6
                              DEFAULT AND REMEDIES

         SECTION 6.01. Events of Default. An "EVENT OF DEFAULT" occurs if

                  (1) the Company defaults in the payment of the principal of
         any Note when the same becomes due and payable at maturity, upon
         acceleration or redemption, or otherwise;

                  (2) the Company defaults in the payment of interest (including
         any Additional Interest) on any Note when the same becomes due and
         payable, and the default continues for a period of 30 days;

                  (3) the Company fails to make an Offer to Purchase and
         thereafter accept and pay for Notes tendered when and as required
         pursuant to Section 4.12 or Section 4.13, or the Company or any
         Restricted Subsidiary fails to comply with Section 4.06 or Section 4.07
         or the Company or any Guarantor fails to comply with Article 5 or
         Century Aluminum of Kentucky LLC defaults in the performance of or
         breaches any of the covenants in Section 4.20 applicable to it;

                  (4) the Company or any Restricted Subsidiary defaults in the
         performance of or breaches any other covenant or agreement of the
         Company in the Indenture or under the Notes or in the Security
         Documents and the default or breach continues for a period of 60
         consecutive days after written notice to the

                                       64
<PAGE>   71
         Company by the Trustee or to the Company and the Trustee by the Holders
         of 25% or more in aggregate principal amount of the Notes;

                  (5) there occurs with respect to any Debt of the Company or
         any of its Restricted Subsidiaries having an outstanding principal
         amount of $10.0 million or more in the aggregate for all such Debt of
         all such Persons (i) an event of default that has caused the holder
         thereof to declare such Debt to be due and payable prior to its
         scheduled maturity or (ii) failure to make a principal payment when due
         and such defaulted payment is not made, waived or extended within the
         applicable grace period;

                  (6) one or more final judgments or orders for the payment of
         money are rendered against the Company or any of its Restricted
         Subsidiaries and are not paid or discharged, and there is a period of
         60 consecutive days following entry of the final judgment or order that
         causes the aggregate amount for all such final judgments or orders
         outstanding and not paid or discharged against all such Persons to
         exceed $10.0 million (in excess of amounts which the Company's
         insurance carriers have agreed to pay under applicable policies) during
         which a stay of enforcement, by reason of a pending appeal or
         otherwise, is not in effect (a "JUDGMENT DEFAULT");

                  (7) an involuntary case or other proceeding is commenced
         against the Company or any Significant Restricted Subsidiary with
         respect to it or its debts under any bankruptcy, insolvency or other
         similar law now or hereafter in effect seeking the appointment of a
         trustee, receiver, liquidator, custodian or other similar official of
         it or any substantial part of its property, and such involuntary case
         or other proceeding remains undismissed and unstayed for a period of 60
         days; or an order for relief is entered against the Company or any
         Significant Restricted Subsidiary under the federal bankruptcy laws as
         now or hereafter in effect;

                  (8) the Company or any of its Significant Restricted
         Subsidiaries (i) commences a voluntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or consents to the entry of an order for relief in an involuntary case
         under any such law, (ii) consents to the appointment of or taking
         possession by a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of the Company or any of its
         Significant Restricted Subsidiaries or for all or substantially all of
         the property and assets of the Company or any of its Significant
         Restricted Subsidiaries or (iii) effects any general assignment for the
         benefit of creditors (an event of default specified in clause (7) or
         (8) a "BANKRUPTCY DEFAULT");

                  (9) any Note Guaranty ceases to be in full force and effect,
         other than in accordance the terms of the Indenture, or a Guarantor
         denies or disaffirms its obligations under its Note Guaranty; or

                                       65
<PAGE>   72
                  (10) with respect to any Collateral with an aggregate fair
         market value of $10.0 million or more, (A) the security interest under
         the Security Documents, at any time, ceases to be in full force and
         effect for any reason other than in accordance with their terms and the
         terms of the Indenture and other than the satisfaction in full of all
         obligations under the Indenture and discharge of the Indenture or (B)
         any security interest created under the Security Documents or under the
         Indenture is declared invalid or unenforceable or (C) the Company or
         any Guarantor asserts, in any pleading in any court of competent
         jurisdiction, that any such security interest is invalid or
         unenforceable.

         SECTION 6.02. Acceleration. (a) If an Event of Default, other than a
bankruptcy default with respect to the Company, occurs and is continuing under
the Indenture, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding, by written notice to the Company (and to
the Trustee if the notice is given by the Holders), may, and the Trustee at the
request of such Holders shall, declare the principal of and accrued interest on
the Notes to be immediately due and payable. Upon a declaration of acceleration,
such principal and interest will become immediately due and payable. If a
bankruptcy default occurs with respect to the Company, the principal
of and accrued interest on the Notes then outstanding will become immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.

         If an Event of Default has occurred and is continuing, the Trustee may
and, upon the written request of Holders of at least 25% in aggregate principal
amount of the Outstanding Notes, the Trustee shall, direct the Collateral Agent
to foreclose upon and take possession of all Collateral pursuant to, or take any
other action to enforce, the provisions of the Security Documents.

         (b) The Holders of a majority in principal amount of the outstanding
Notes by written notice to the Company and to the Trustee may waive all past
defaults and rescind and annul a declaration of acceleration and its
consequences if

                  (1) all existing Events of Default, other than the nonpayment
         of the principal of, premium, if any, and interest on the Notes that
         have become due solely by the declaration of acceleration, have been
         cured or waived, and

                  (2) the rescission would not conflict with any judgment or
         decree of a court of competent jurisdiction.

         SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue, in its own name or as trustee of an express
trust any available remedy by proceeding at law or in equity to collect the
payment of principal of and interest on the Notes or to enforce the performance
of any provision of the Notes or the Indenture, and any recovery of judgment
shall be for the ratable benefit of the Holders of the Notes. The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding.

                                       66
<PAGE>   73
         SECTION 6.04. Waiver of Past Defaults. Except as otherwise provided in
Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of
the outstanding Notes may, by notice to the Trustee, waive an existing Default
and its consequences. Upon such waiver, the Default will cease to exist, and any
Event of Default arising therefrom will be deemed to have been cured, but no
such waiver will extend to any subsequent or other Default or impair any right
consequent thereon.

         SECTION 6.05. Control by Majority. The Holders of a majority in
aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with law or the Indenture,
that may involve the Trustee in personal liability, or that the Trustee
determines in good faith may be unduly prejudicial to the rights of Holders of
Notes not joining in the giving of such direction, and may take any other action
it deems proper that is not inconsistent with any such direction received from
Holders of Notes.

         SECTION 6.06. Limitation on Suits. A Holder may not institute any
proceeding, judicial or otherwise, with respect to the Indenture or the Notes,
or for the appointment of a receiver or trustee, or for any other remedy under
the Indenture or the Notes, unless:

                  (1) the Holder has previously given to the Trustee written
         notice of a continuing Event of Default;

                  (2) Holders of at least 25% in aggregate principal amount of
         outstanding Notes have made written request to the Trustee to institute
         proceedings in respect of the Event of Default in its own name as
         Trustee under the Indenture;

                  (3) Holders have offered to the Trustee indemnity reasonably
         satisfactory to the Trustee against any costs, liabilities or expenses
         to be incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the outstanding Notes have not given the
         Trustee a direction that is inconsistent with such written request.

         SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
anything to the contrary, the right of a Holder of a Note to receive payment of
principal of or interest on its Note on or after the Stated Maturities thereof,
or to bring suit for the enforcement of any such payment on or after such
respective dates, may not be impaired or affected without the consent of that
Holder.

                                       67
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         SECTION 6.08. Collection Suit by Trustee. If an Event of Default in
payment of principal or interest specified in clause (1) or (2) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust for the whole amount of principal and accrued
interest remaining unpaid, together with interest on overdue principal and,
overdue installments of interest, in each case at the rate specified in the
Notes, and such further amount as is sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and any other amounts due
the Trustee hereunder.

         SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee hereunder) and the
Holders allowed in any judicial proceedings relating to the Company or any
Guarantor or their respective creditors or property, and is entitled and
empowered to collect, receive and distribute any money, securities or other
property payable or deliverable upon conversion or exchange of the Notes or upon
any such claims. Any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, if the
Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee hereunder. Nothing in the Indenture will be deemed to
empower the Trustee to authorize or consent to, or accept or adopt on behalf of
any Holder, any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

         SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article or receives any money from the Collateral Agent upon foreclosure
and sale of any Collateral, it shall pay out the money in the following order:

                  First: to the Trustee for all amounts due hereunder;

                  Second: to Holders for amounts then due and unpaid for
         principal of and interest on the Notes, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Notes for principal and interest; and

                  Third: to the Company or relevant Guarantor or as a court of
         competent jurisdiction may direct.

         The Trustee, upon written notice to the Company, may fix a record date
and payment date for any payment to Holders pursuant to this Section.

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         SECTION 6.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted a proceeding to enforce any right or remedy under the
Indenture and the proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to the Holder, then, subject
to any determination in the proceeding, the Company, any Guarantors, the Trustee
and the Holders will be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Company, any
Guarantors, the Trustee and the Holders will continue as though no such
proceeding had been instituted.

         SECTION 6.12. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under the Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court may require any party
litigant in such suit (other than the Trustee) to file an undertaking to pay the
costs of the suit in the manner and to the extent provided in the Trust
Indenture Act, and the court may assess reasonable costs, including reasonable
attorneys fees, against any party litigant (other than the Trustee) in the suit
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by a Holder to enforce
payment of principal of or interest on any Note on the respective due dates, or
a suit by Holders of more than 10% in principal amount of the outstanding Notes.

         SECTION 6.13. Rights and Remedies Cumulative. No right or remedy
conferred or reserved to the Trustee or to the Holders under this Indenture is
intended to be exclusive of any other right or remedy, and all such rights and
remedies are, to the extent permitted by law, cumulative and in addition to
every other right and remedy hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or exercise of any right or remedy hereunder,
or otherwise, will not prevent the concurrent assertion or exercise of any other
right or remedy.

         SECTION 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default will impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

         SECTION 6.15. Waiver of Stay, Extension or Usury Laws. The Company and
each Guarantor covenants, to the extent that it may lawfully do so, that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury law or other
law that would prohibit or forgive the Company or the Guarantor from paying all
or any portion of the principal of, or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of the Indenture. The Company and each
Guarantor hereby expressly waives, to the extent that it may lawfully do so, all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

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                                    ARTICLE 7
                                   THE TRUSTEE

         SECTION 7.01. General. (a) The duties and responsibilities of the
Trustee are as provided by the Trust Indenture Act and as set forth herein.
Whether or not expressly so provided, every provision of the Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee is subject to this Article.

         (b) Except during the continuance of an Event of Default, the Trustee
need perform only those duties that are specifically set forth in the Indenture
and no others, and no implied covenants or obligations will be read into the
Indenture against the Trustee. In case an Event of Default has occurred and is
continuing, the Trustee shall exercise those rights and powers vested in it by
the Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

         (c) No provision of the Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct.

         SECTION 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act
Sections 315(a) through (d):

                  (1) In the absence of bad faith on its part, the Trustee may
         rely, and will be protected in acting or refraining from acting, upon
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         Person. The Trustee need not investigate any fact or matter stated in
         any such document, but, in the case of any document which is
         specifically required to be furnished to the Trustee pursuant to any
         provision hereof, the Trustee shall examine the document to determine
         whether it conforms to the requirements of the Indenture (but need not
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein). The Trustee, in its discretion, may make
         further inquiry or investigation into such facts or matters as it sees
         fit.

                  (2) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel conforming to
         Section 12.05 and the Trustee will not be liable for any action it
         takes or omits to take in good faith in reliance on the certificate or
         opinion.

                  (3) The Trustee may act through its attorneys and agents and
         will not be responsible for the misconduct or negligence of any agent
         appointed with due care.

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                  (4) The Trustee will be under no obligation to exercise any of
         the rights or powers vested in it by the Indenture at the request or
         direction of any of the Holders, unless such Holders have offered to
         the Trustee reasonable security or indemnity against the costs,
         expenses and liabilities that might be incurred by it in compliance
         with such request or direction.

                  (5) The Trustee will not be liable for any action it takes or
         omits to take in good faith that it believes to be authorized or within
         its rights or powers or for any action it takes or omits to take in
         accordance with the direction of the Holders in accordance with Section
         6.05 relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under the Indenture.

                  (6) The Trustee may consult with counsel, and the written
         advice of such counsel or any Opinion of Counsel will be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon.

                  (7) No provision of the Indenture will require the Trustee to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of its duties hereunder, or in the exercise of its
         rights or powers, unless it receives indemnity satisfactory to it
         against any loss, liability or expense.

                  (8) The Trustee shall not be charged with knowledge of any
         Default or Event of Default with respect to the Notes unless either (a)
         a trust officer of the Trustee shall have actual knowledge thereof or
         (b) a written notice of such Default or Event of Default shall have
         been given to the Trustee by the Company or any Holder of Notes.

                  (9) The Trustee shall not have any responsibility or liability
         for or with respect to (a) the legality, validity or enforceability of
         any Lien on the Collateral (or the perfection or priority thereof), (b)
         the value of any Collateral, (c) any arrangement or agreement between
         the Collateral Agent and any Person with respect thereto or (d) the
         sufficiency of the Collateral following any Event of Default.

                  (10) The permissive rights of the Trustee to take actions
         enumerated in this Indenture or any Security Document shall not be
         construed as a duty, and the Trustee shall not be answerable for other
         than its negligence or wilful misconduct with respect to such
         permissive rights.

         SECTION 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b)
and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):

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                  (a) "CASH TRANSACTION" means any transaction in which full
         payment for goods or securities sold is made within seven days after
         delivery of the goods or securities in currency or in checks or other
         orders drawn upon banks or bankers and payable upon demand; and

                  (b) "SELF-LIQUIDATING PAPER" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred for the purpose of financing the purchase, processing,
         manufacturing, shipment, storage or sale of goods, wares or merchandise
         and which is secured by documents evidencing title to, possession of,
         or a lien upon, the goods, wares or merchandise or the receivables or
         proceeds arising from the sale of the goods, wares or merchandise
         previously constituting the security, provided the security is received
         by the Trustee simultaneously with the creation of the creditor
         relationship arising from the making, drawing, negotiating or incurring
         of the draft, bill of exchange, acceptance or obligation.

         SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of the Indenture, the Notes or any
Security Documents, (ii) is not accountable for the Company's use or application
of the proceeds from the Notes, (iii) is not responsible for any statement in
the Notes other than its certificate of authentication and (iv) is not
responsible for the creation, priority or perfection of any security interest
created or purported to be created by any Security Document.

         SECTION 7.05. Notice of Default. If any Default occurs and is
continuing and is known to the Trustee, the Trustee will send notice of the
Default to each Holder within 90 days after it occurs, unless the Default has
been cured; provided that, except in the case of a default in the payment of the
principal of or interest on any Note, the Trustee may withhold the notice if and
so long as the board of directors, the executive committee or a trust committee
of directors of the Trustee in good faith determines that withholding the notice
is in the interest of the Holders. Notice to Holders under this Section will be
given in the manner and to the extent provided in Trust Indenture Act Section
313(c).

         SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each
May 15, beginning with May 15, 2001, the Trustee will mail to each Holder, as
provided in Trust Indenture Act Section 313(c), a brief report dated as of such
May 15, if required by Trust Indenture Act Section 313(a). The Trustee will also
mail to each Holder any report required by Trust Indenture Act Section 313(b).

         SECTION 7.07. Compensation and Indemnity. (a) The Company will pay the
Trustee compensation as agreed upon in writing for its services. The
compensation of the Trustee is not limited by any law on compensation of a
Trustee of an express trust. The Company will reimburse the Trustee upon request
for all reasonable and documented out-of-pocket expenses, disbursements and
advances incurred or made by the Trustee, including the reasonable compensation
and expenses of the Trustee's agents and counsel.

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         (b) The Company will indemnify the Trustee for, and hold it harmless
against, any loss or liability or expense incurred by it without negligence or
bad faith on its part arising out of or in connection with the acceptance or
administration of the Indenture and its duties under the Indenture, the Security
Documents and the Notes, including the reasonable costs and expenses of
defending itself against any claim or liability and of complying with any
process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties under the Indenture, the Security
Documents and the Notes. The Trustee shall promptly notify the Company of any
claim for which it may seek indemnity. The Company shall defend the claim, and
the Trustee shall cooperate in the defense thereof. The Company shall have no
obligation to pay for any settlement of any such claim without its consent,
which consent shall not be unreasonably withheld.

         (c) To secure the Company's payment obligations in this Section, the
Trustee will have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, and interest on particular Notes.

         SECTION 7.08. Replacement of Trustee. (a) (1) The Trustee may resign at
any time by written notice to the Company.

                  (2) The Holders of a majority in principal amount of the
         outstanding Notes may remove the Trustee by written notice to the
         Trustee.

                  (3) If the Trustee is no longer eligible under Section 7.10 or
         in the circumstances described in Trust Indenture Act Section 310(b),
         any Holder that satisfies the requirements of Trust Indenture Act
         Section 310(b) may petition any court of competent jurisdiction for the
         removal of the Trustee and the appointment of a successor Trustee.

                  (4) The Company may remove the Trustee if: (i) the Trustee is
         no longer eligible under Section 7.10; (ii) the Trustee is adjudged a
         bankrupt or an insolvent; (iii) a receiver or other public officer
         takes charge of the Trustee or its property; or (iv) the Trustee
         becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         (b) If the Trustee has been removed by the Holders, Holders of a
majority in principal amount of the Notes may appoint a successor Trustee with
the consent of the Company. Otherwise, if the Trustee resigns or is removed, or
if a vacancy exists in the office of Trustee for any reason, the Company will
promptly appoint a successor Trustee. If the successor Trustee does not deliver
its written acceptance within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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         (c) Upon delivery by the successor Trustee of a written acceptance of
its appointment to the retiring Trustee and to the Company, (i) the retiring
Trustee will transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation
or removal of the retiring Trustee will become effective, and (iii) the
successor Trustee will have all the rights, powers and duties of the Trustee
under the Indenture. Upon request of any successor Trustee, the Company will
execute any and all instruments for fully and vesting in and confirming to the
successor Trustee all such rights, powers and trusts. The Company will give
notice of any resignation and any removal of the Trustee and each appointment of
a successor Trustee to all Holders, and include in the notice the name of the
successor Trustee and the address of its Corporate Trust Office.

         (d) Notwithstanding replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 will continue for the
benefit of the retiring Trustee.

         (e) The Trustee agrees to give the notices provided for in, and
otherwise comply with, Trust Indenture Act Section 310(b).

         SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act will be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee in the
Indenture.

         SECTION 7.10. Eligibility. The Indenture must always have a Trustee
that satisfies the requirements of Trust Indenture Act Section 310(a) and has a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition.

         SECTION 7.11. Money Held in Trust. The Trustee will not be liable for
interest on any money received by it except as it may agree with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law and except for money held in trust under
Article 8.

         SECTION 7.12. Collateral Agent. (a) The Trustee is hereby appointed to
act as the Collateral Agent under the Security Documents, with such powers,
rights and obligations as are expressly delegated to the Collateral Agent by the
terms of this Indenture and by the Security Documents. The Trustee may, from
time to time, appoint another financial institution to act as Collateral Agent
so long as such institution meets the requirements of Section 7.10. The
Collateral Agent, acting in its capacity as such, shall have only such duties
with respect to the Collateral as are set forth in the Security Documents.

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         (b) Subject to the appointment and acceptance of a successor Collateral
Agent as provided in this subsection, the Collateral Agent (if other than the
Trustee) may resign at any time by notifying the Trustee and the Company. Upon
any such resignation, the Trustee shall have the right to appoint a successor
Collateral Agent. If no successor shall have been so appointed by the Trustee
and shall have accepted such appointment within 30 days after the retiring
Collateral Agent gives notice of its resignation, then the retiring Collateral
Agent may, on behalf of the Holders and the Trustee, appoint a successor
Collateral Agent which shall meet the eligibility requirements of Section 7.10
and shall accept and comply in all material respects with the Pledge and
Security Agreement, including without limitation the maintenance of an office
and the Cash Collateral Account in the State of New York. Upon a successor's
acceptance of its appointment as Collateral Agent hereunder, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Collateral Agent hereunder and under the Security
Documents, and the retiring Collateral Agent shall be discharged from its duties
and obligations hereunder and under the Security Documents. After the Collateral
Agent's resignation hereunder, the provisions of this Section, Section 4.02 of
each Mortgage and Sections 12 and 14 of the Pledge and Security Agreement shall
continue in effect for the benefit of such retiring Collateral Agent and its
sub-agents in respect of any actions taken or omitted to be taken by any of them
while the retiring Collateral Agent was acting as Collateral Agent. If the
Trustee shall be acting at any time as the Collateral Agent, then it will be
deemed to have resigned as Collateral Agent upon its replacement as Trustee
pursuant to Section 7.07, and the successor Trustee shall select (or may act as)
the replacement Collateral Agent.


                                    ARTICLE 8
                            DEFEASANCE AND DISCHARGE

         SECTION 8.01. Discharge of Company's Obligations. (a) Subject to
paragraph (b), the Company's obligations under the Notes and the Indenture, and
each Guarantor's obligations under its Note Guaranty, will terminate if:

                  (1) all Notes previously authenticated and delivered (other
         than (i) destroyed, lost or stolen Notes that have been replaced or
         (ii) Notes that are paid pursuant to Section 4.01 or (iii) Notes for
         whose payment money or U.S. Government Obligations have been held in
         trust and then repaid to the Company pursuant to Section 8.05) have
         been delivered to the Trustee for cancellation and the Company has paid
         all sums payable by it hereunder; or

                  (2) (A) the Notes mature within one year, or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption,

                           (B) the Company irrevocably deposits in trust with
                  the Trustee, as trust funds solely for the benefit of the
                  Holders, money or U.S. Government Obligations or a combination
                  thereof sufficient, in the

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<PAGE>   82
                  opinion of a nationally recognized firm of independent public
                  accountants expressed in a written certificate delivered to
                  the Trustee, without consideration of any reinvestment, to pay
                  principal of and interest on the Notes to maturity or
                  redemption, as the case may be, and to pay all other sums
                  payable by it hereunder,

                           (C) no Default has occurred and is continuing on the
                  date of the deposit,

                           (D) the deposit will not result in a breach or
                  violation of, or constitute a default under, the Indenture or
                  any other agreement or instrument to which the Company is a
                  party or by which it is bound, and

                           (E) the Company delivers to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, in each case stating
                  that all conditions precedent provided for herein relating to
                  the satisfaction and discharge of the Indenture have been
                  complied with.

         (b) After satisfying the conditions in clause (1), only the Company's
obligations under Section 7.07 will survive. After satisfying the conditions in
clause (2), only the Company's obligations in Article 2 and Sections 4.01, 4.02,
7.07, 7.08, 8.05 and 8.06 will survive. In either case, the Trustee upon request
will acknowledge in writing the discharge of the Company's obligations under the
Notes and the Indenture other than the surviving obligations.

         SECTION 8.02. Legal Defeasance. After the 123rd day following the
deposit referred to in clause (1) below, the Company will be deemed to have paid
and will be discharged from its obligations in respect of the Notes and the
Indenture (other than its obligations in Article 2 and Sections 4.01, 4.02,
7.07, 7.08, 8.05 and 8.06) and the Security Documents and each Guarantor's
obligations under its Note Guaranty and the Security Documents will terminate;
provided the following conditions have been satisfied:

                  (1) The Company has irrevocably deposited in trust with the
         Trustee, as trust funds solely for the benefit of the Holders, money or
         U.S. Government Obligations or a combination thereof sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certificate thereof delivered to the
         Trustee, without consideration of any reinvestment, to pay principal of
         and interest on the Notes to maturity or redemption, as the case may
         be, provided that any redemption before maturity has been irrevocably
         provided for under arrangements satisfactory to the Trustee.

                  (2) No Default has occurred and is continuing on the date of
         the deposit or occurs at any time during the 123-day period following
         the deposit.

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<PAGE>   83
                  (3) The deposit will not result in a breach or violation of,
         or constitute a default under, the Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound.

                  (4) The Company has delivered to the Trustee

                           (A) either (x) a ruling received from the Internal
                  Revenue Service to the effect that the Holders will not
                  recognize income, gain or loss for federal income tax purposes
                  as a result of the defeasance and will be subject to federal
                  income tax on the same amount and in the same manner and at
                  the same times as would otherwise have been the case or (y) an
                  Opinion of Counsel, based on a change in law after the date of
                  the Indenture, to the same effect as the ruling described in
                  clause (x), and

                           (B) an Opinion of Counsel to the effect that (i) the
                  creation of the defeasance trust does not violate the
                  Investment Company Act of 1940, (ii) the Holders have a valid
                  first priority Note interest in the trust funds (subject to
                  customary exceptions), and (iii) after the passage of 123 days
                  following the deposit, the trust funds will not be subject to
                  the effect of Section 547 of the United States Bankruptcy Code
                  or Section 15 of the New York Debtor and Creditor Law.

                  (5) If the Notes are listed on a national securities exchange,
         the Company has delivered to the Trustee an Opinion of Counsel to the
         effect that the deposit and defeasance will not cause the Notes to be
         delisted.

                  (6) The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         have been complied with.

         Prior to the end of the 123-day period, none of the Company's
obligations under the Indenture will be discharged. Thereafter, the Trustee upon
request will acknowledge in writing the discharge of the Company's obligations
under the Notes and the Indenture except for the surviving obligations specified
above.

         SECTION 8.03. Covenant Defeasance. After the 123rd day following the
deposit referred to in clause (1), the Company's obligations set forth in
Sections 4.06 through 4.17, and clauses (C) and (D) of Section 5.01(a) and its
obligations under the Security Documents, and each Guarantor's obligations under
its Note Guaranty and the Security Documents will terminate, and clauses (3),
(4), (5), (6) and (9) of Section 6.01 will no longer constitute Events of
Default; provided the following conditions have been satisfied:

                  (1) The Company has complied with clauses (1), (2), (3), 4(B),
         (5) and (6) of Section 8.02; and

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<PAGE>   84
                  (2) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of the defeasance
         and will be subject to federal income tax on the same amount and in the
         same manner and at the same times as would otherwise have been the
         case.

         Upon satisfaction of the conditions described above, the Company may
omit to comply with the covenants and clauses described above and shall have no
liability in respect thereof, including by reason of any reference to such
covenants or clauses elsewhere in the Indenture or the Security Documents.
Except as specifically stated above, none of the Company's obligations under the
Indenture will be discharged.

         SECTION 8.04. Application of Trust Money. Subject to Section 8.05, the
Trustee will hold in trust the money or U.S. Government Obligations deposited
with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money
and the proceeds from deposited U.S. Government Obligations to the payment of
principal of and interest on the Notes in accordance with the Notes and the
Indenture. Such money and U.S. Government Obligations need not be segregated
from other funds except to the extent required by law.

         SECTION 8.05. Repayment to Company. Subject to Sections 7.07, 8.01,
8.02 and 8.03, the Trustee will promptly pay to the Company upon request any
excess money held by the Trustee at any time and thereupon be relieved from all
liability with respect to such money. The Trustee will pay to the Company upon
request any money held for payment with respect to the Notes that remains
unclaimed for two years, provided that before making such payment the Trustee
may at the expense of the Company publish once in a newspaper of general
circulation in New York City, or send to each Holder entitled to such money,
notice that the money remains unclaimed and that after a date specified in the
notice (at least 30 days after the date of the publication or notice) any
remaining unclaimed balance of money will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look solely to the
Company for payment, unless applicable law designates another Person, and all
liability of the Trustee with respect to such money will cease.

         SECTION 8.06. Reinstatement. If and for so long as the Trustee is
unable to apply any money or U.S. Government Obligations held in trust pursuant
to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under the Indenture and the Notes and the Guarantors' obligations under the
Indenture and the Note Guaranties will be reinstated as though no such deposit
in trust had been made. If the Company makes any payment of principal of or
interest on any Notes because of the reinstatement of its obligations, it will
be subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held in trust.

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                                    ARTICLE 9
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01. Amendments Without Consent of Holders. (a) The Company
and the Trustee (and, in the case of the Security Documents, the Collateral
Agent) may amend or supplement the Indenture, the Notes and/or the Security
Documents without notice to or the consent of any Noteholder

                  (1) to cure any ambiguity, defect or inconsistency in the
         Indenture, the Notes or any Security Document;

                  (2) to comply with Article 5;

                  (3) to comply with any requirements of the Commission in
         connection with the qualification of the Indenture under the Trust
         Indenture Act;

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee;

                  (5) to provide for uncertificated Notes in addition to or in
         place of certificated Notes, provided that the uncertified Notes are
         issued in registered form for purposes of Section 163(f) of the
         Internal Revenue Code of 1986, or in a manner such that the
         uncertificated Notes are described in Section 163(f)(2)(B) of the
         Internal Revenue Code of 1986; or

                  (6) to provide for any Guarantee of the Notes, to provide
         additional security for the Notes or to confirm and evidence the
         release, termination or discharge of any Guarantee of or Lien securing
         the Notes when such release, termination or discharge is permitted by
         the Indenture;

         SECTION 9.02. Amendments With Consent of Holders. (a) Except as
otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company
and the Trustee (and, in the case of any Security Documents, the Collateral
Agent) may amend the Indenture, the Notes and/or the Security Documents with the
written consent of the Holders of a majority in principal amount of the then
outstanding Notes, and the Holders of a majority in principal amount of the then
outstanding Notes by written notice to the Trustee may waive future compliance
by the Company with any provision of the Indenture, the Notes or any Security
Document.

         (b) Notwithstanding the provisions of paragraph (a), without the
consent of each Holder affected, an amendment or waiver may not

                  (1) reduce the principal amount of or change the Stated
         Maturity of any installment of principal of any Note,

                  (2) reduce the rate of or change the Stated Maturity of any
         interest payment on any Note,

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<PAGE>   86
                  (3) reduce the amount payable upon the redemption of any Note
         or change the time of any mandatory redemption or, in respect of an
         optional redemption, the times at which any Note may be redeemed or,
         once notice of redemption has been given, the time at which it must
         thereupon be redeemed,

                  (4) after the time an Offer to Purchase is required to have
         been made, reduce the purchase amount or purchase price, or extend the
         latest expiration date or purchase date thereunder,

                  (5) make any Note payable in money other than that stated in
         the Note,

                  (6) impair the right of any Holder of Notes to receive any
         principal payment or interest payment on such Holder's Notes, on or
         after the Stated Maturity thereof, or to institute suit for the
         enforcement of any such payment,

                  (7) make any change in the percentage of the principal amount
         of the Notes required for amendments or waivers,

                  (8) modify or change any provision of the Indenture affecting
         the ranking of the Notes or any Note Guaranty in a manner adverse to
         the Holders of the Notes, or

                  (9) except as provided in Article 10, make any change in any
         Note Guaranty that would adversely affect the Noteholders, or effect a
         release of all or substantially all the Collateral

provided that the provisions of Section 4.12 and Section 4.13 may, except as
provided above, be amended or waived with the consent of Holders holding not
less than 66-2/3% in aggregate principal amount of the Notes.

         (c) It is not necessary for Noteholders to approve the particular form
of any proposed amendment, supplement or waiver, but is sufficient if their
consent approves the substance thereof.

         (d) An amendment, supplement or waiver under this Section will become
effective on receipt by the Trustee of written consents from the Holders of the
requisite percentage in principal amount of the outstanding Notes. After an
amendment, supplement or waiver under this Section becomes effective, the
Company will send to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. The Company will send supplemental
indentures to Holders upon request. Any failure of the Company to send such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver.

         SECTION 9.03. Effect of Consent. (a) After an amendment, supplement or
waiver becomes effective, it will bind every Holder unless it is of the type
requiring the

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<PAGE>   87
consent of each Holder affected. If the amendment, supplement or waiver is of
the type requiring the consent of each Holder affected, the amendment,
supplement or waiver will bind each Holder that has consented to it and every
subsequent Holder of a Note that evidences the same debt as the Note of the
consenting Holder.

         (b) If an amendment, supplement or waiver changes the terms of a Note,
the Trustee may require the Holder to deliver it to the Trustee so that the
Trustee may place an appropriate notation of the changed terms on the Note and
return it to the Holder, or exchange it for a new Note that reflects the changed
terms. The Trustee may also place an appropriate notation on any Note thereafter
authenticated. However, the effectiveness of the amendment, supplement or waiver
is not affected by any failure to annotate or exchange Notes in this fashion.

         SECTION 9.04. Trustee's Rights and Obligations. The Trustee is entitled
to receive, and will be fully protected in relying upon, in addition to the
documents required by Section 12.04, an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver authorized pursuant to this
Article is authorized or permitted by the Indenture. If the Trustee has received
such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so
long as the same does not adversely affect the rights of the Trustee. The
Trustee may, but is not obligated to, execute any amendment, supplement or
waiver that affects the Trustee's own rights, duties or immunities under the
Indenture or any Security Document.

         SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

         SECTION 9.06. Payments for Consents. Neither the Company nor any of its
Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of the Indenture, the Notes or any Security Documents unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Notes that consent, waive or agree to amend such term or provision within the
time period set forth in the solicitation documents relating to the consent,
waiver or amendment.



                                   ARTICLE 10
                                   GUARANTIES

         SECTION 10.01. The Guaranties. Subject to the provisions of this
Article, each Guarantor hereby irrevocably and unconditionally guarantees,
jointly and severally, the full and punctual payment (whether at Stated
Maturity, upon redemption, purchase pursuant to an Offer to Purchase or
acceleration, or otherwise) of the principal of, premium, if any, and interest
on, and all other amounts payable under, each Note, and the full and punctual
payment of all other amounts payable by the Company under the

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<PAGE>   88
Indenture and each Security Document. Upon failure by the Company to pay
punctually any such amount, each Guarantor shall forthwith on demand pay the
amount not so paid at the place and in the manner specified in the Indenture and
the Security Documents.

         SECTION 10.02. Guaranty Unconditional. The obligations of each
Guarantor hereunder are unconditional and absolute and, without limiting the
generality of the foregoing, will not be released, discharged or otherwise
affected by

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

                  (2) any modification or amendment of or supplement to the
         Indenture, any Security Document or any Note;

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

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

                  (5) any invalidity or unenforceability relating to or against
         the Company for any reason of the Indenture, any Security Document or
         any Note, or any provision of applicable law or regulation purporting
         to prohibit the payment by the Company of the principal of or interest
         on any Note or any other amount payable by the Company under the
         Indenture or any Security Document; or

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

         SECTION 10.03. Discharge; Reinstatement. Each Guarantor's obligations
hereunder will remain in full force and effect until the principal of, premium,
if any, and interest on the Notes and all other amounts payable by the Company
under the Indenture and the Security Documents have been paid in full. If at any
time any payment of the principal of, premium, if any, or interest on any Note
or any other amount payable by the Company under the Indenture or any Security
Document is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, each
Guarantor's obligations hereunder with respect to such

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<PAGE>   89
payment will be reinstated as though such payment had been due but not made at
such time.

         SECTION 10.04. Waiver by the Guarantors. Each Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest and any notice not
provided for herein, as well as any requirement that at any time any action be
taken by any Person against the Company or any other Person.

         SECTION 10.05. Subrogation and Contribution. Upon making any payment
with respect to any obligation of the Company under this Article, the Guarantor
making such payment will be subrogated to the rights of the payee against the
Company with respect to such obligation, provided that the Guarantor may not
enforce either any right of subrogation, or any right to receive payment in the
nature of contribution, or otherwise, from any other Guarantor, with respect to
such payment so long as any amount payable by the Company hereunder, under the
Security Documents or under the Notes remains unpaid.

         SECTION 10.06. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Company under the Indenture, the Security
Documents or the Notes is stayed upon the insolvency, bankruptcy or
reorganization of the Company, all such amounts otherwise subject to
acceleration under the terms of the Indenture are nonetheless payable by the
Guarantors hereunder forthwith on demand by the Trustee or the Holders.

         SECTION 10.07. Limitation on Amount of Guaranty. Notwithstanding
anything to the contrary in this Article, each Guarantor, and by its acceptance
of Notes, each Holder, hereby confirms that it is the intention of all such
parties that the Note Guaranty of such Guarantor not constitute a fraudulent
conveyance under applicable fraudulent conveyance provisions of the United
States Bankruptcy Code or any comparable provision of state law. To effectuate
that intention, the Trustee, the Holders and the Guarantors hereby irrevocably
agree that the obligations of each Guarantor under its Note Guaranty are limited
to the maximum amount that would not render the Guarantor's obligations subject
to avoidance under applicable fraudulent conveyance provisions of the United
States Bankruptcy Code or any comparable provision of state law.

         SECTION 10.08. Execution and Delivery of Guaranty. The execution by
each Guarantor of the Indenture (or a supplemental indenture substantially in
the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or
not the person signing as an officer of the Guarantor still holds that office at
the time of authentication of any Note. The delivery of any Note by the Trustee
after authentication constitutes due delivery of the Note Guaranty set forth in
the Indenture on behalf of each Guarantor.

         SECTION 10.09. Release of Guaranty. The Note Guaranty of a Guarantor
will terminate upon

                                       83
<PAGE>   90
                  (1) a sale or other disposition (including by way of
         consolidation or merger) of the Guarantor or the sale or disposition of
         all or substantially all the assets of the Guarantor (in each case
         other than to the Company or a Restricted Subsidiary) otherwise
         permitted by the Indenture,

                  (2) the designation in accordance with the Indenture of the
         Guarantor as an Unrestricted Subsidiary, or

                  (3) defeasance or discharge of the Notes, as provided in
         Article 8.

         Upon delivery by the Company to the Trustee of an Officers' Certificate
and an Opinion of Counsel to the foregoing effect, the Trustee will execute any
documents reasonably required in order to evidence the release of the Guarantor
from its obligations under its Note Guaranty.



                                   ARTICLE 11
                              SECURITY ARRANGEMENTS

         SECTION 11.01. Security. (a) In order to secure the Obligations under
the Indenture and the Notes, the Company will, and will cause each of its
Restricted Subsidiaries named in any Security Document as a party thereto, to
execute and deliver to the Collateral Agent on or prior to the Issue Date each
Security Document to which it is a party and create the Liens intended to be
created thereunder on the Collateral.

         (b) The Company and its Restricted Subsidiaries shall comply with all
covenants and agreements contained in the Security Documents.

         (c) Each Holder, by accepting a Note, agrees to all of the terms and
provisions of the Security Documents, as the same may be amended from time to
time pursuant to the provisions of the Security Documents and this Indenture.

         (d) As among the Holders, the Collateral as now or hereafter
constituted shall be held for the equal and ratable benefit of the Holders
without preference, priority or distinction of any thereof over any other by
reason of difference in time of issuance, sale or otherwise, as security for the
Obligations under the Indenture and the Notes.

         SECTION 11.02. Disposition of Collateral. (a) The Company and its
Restricted Subsidiaries may sell, transfer or otherwise dispose of any
Collateral to any Person, and the Trustee and the Collateral Agent shall release
the same from the Lien of the Indenture and the Security Documents upon
consummation of the disposition and upon receipt by the Trustee and the
Collateral Agent of:

                  (i) an Officers' Certificate (which may, but need not be, in
         the form of Exhibit J hereto) requesting such release and stating that:

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<PAGE>   91
                           (A) the proposed disposition is in compliance with
                  Section 4.13(a) and Section 4.13(b) or is exempt therefrom,
                  and setting forth the exemption in reasonable detail; and

                           (B) except as stated below, the proposed disposition
                  is, in the Board of Directors' good faith judgment, desirable
                  in the proper conduct of the business of the Company and its
                  Restricted Subsidiaries, taken as a whole;

                  (ii) an engineer's or appraiser's certificate stating in
         substance:

                           (A) a description in reasonable detail of the
                  property to be released;

                           (B) a description in reasonable detail of the
                  consideration for the property to be released;

                           (C) except as set forth in Section 11.03(e), the then
                  fair value, in the opinion of the signer, of the property to
                  be released, which fair value shall not be more than the
                  amount of the consideration received or to be received by the
                  Company or the applicable Restricted Subsidiary from the
                  disposition of the property to be released; and

                           (D) that such release, in the opinion of the signer,
                  will not impair the security under the Indenture in
                  contravention of the provisions of the Indenture; and

                  (iii) if the fair value of such property and all other
         Collateral being disposed of in any related transactions exceeds $2.5
         million, the cash proceeds of such disposition, which shall be
         deposited in the Cash Collateral Account pursuant to Section 11.03.

         If the fair value of such property and of all other Collateral released
from the Lien of the Indenture and the Security Documents since the commencement
of the then current calendar year is 10% or more of the aggregate principal
amount of the Notes at the time outstanding, the engineering or appraisal
certificate shall be made by an independent engineer, appraiser or other expert;
provided that the certificate may be made by an engineer, appraiser or other
expert that is not independent if the fair value of the property to be released,
as stated in the required certificate, is less than the greater of (x) $25,000
or (y) 1% of the aggregate principal amount of Notes at the time outstanding.

         (b) If any Collateral is being released in connection with an exchange
for property that will be subjected to the Lien of the Indenture and the
Security Documents, the engineer's or appraiser's certificate shall also state
in substance:

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<PAGE>   92
                  (i) a description in reasonable detail of the property to be
         subjected to the Lien; and

                  (ii) the then fair value, in the opinion of the signer, of the
         property to be subjected to the Lien, which fair value shall not be
         less than the then fair value of the property to be released.

If within six months prior to the date of acquisition by the Company or any
Restricted Subsidiary, the property being subjected to a Lien has been used or
operated by another Person or Persons in a business similar to that of the
Company and its Restricted Subsidiaries, the engineering or appraisal
certificate shall be made by an independent engineer, appraiser or other expert;
provided that the certificate may be made by an engineer, appraiser or other
expert that is not independent if the fair value of the property to be subjected
to a Lien, as stated in the required certificate, is less than the greater of
(x) $25,000 or (y) 1% of the aggregate principal amount of Notes at the time
outstanding.

         (c) Notwithstanding the foregoing, the Lien of the Indenture and the
Security Documents will not be released if any sale, transfer or other
disposition of Collateral is made as part of a transaction that is governed by
Section 5.01.

         (d) To the extent applicable and not otherwise provided herein, the
Company and each obligor on the Notes shall comply with Trust Indenture Act
Section 314(d) relating to the release of property or securities from the Liens
of the Indenture and the Security Documents.

         (e) The release of any Collateral in accordance with the provisions of
the Indenture and the Security Documents will not be deemed to impair the
security interest with respect to the Collateral in contravention of the
provisions of this Indenture. Any engineer or appraiser may rely on this clause
(e) in delivering a certificate requesting release pursuant to Section 11.02(a)
or 11.02(b) so long as all other provisions of the Indenture and the Security
Documents with respect to such release have been complied with.

         (f) Notwithstanding the foregoing, the Officers' Certificate need not
include the statement referred to in Section 11.02(a)(i)(B) above if (i) the
disposition is in the ordinary course of business, (ii) the assets being
disposed of are obsolete or worn out equipment and (iii) the assets disposed of
in such transaction and any related transactions have an aggregate fair market
value (as stated in the accompanying engineer's or appraiser's certificate) of
not more than $200,000. In lieu of such statement, the Officers' Certificate
shall certify compliance with this clause (f).

         SECTION 11.03. Cash Collateral Account. (a) The Company and the
Guarantors shall deposit in the Cash Collateral Account the Net Cash Proceeds
from any sale, lease, transfer or other disposition (or series of related sales,
leases, transfers or other dispositions) of Restricted Assets having an
aggregate fair market value of more than $2.5 million.

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<PAGE>   93
         (b) All Casualty Proceeds received by the Collateral Agent, the Company
or any Subsidiary shall be applied as follows:

                  (i) if the amount of such Casualty Proceeds is less than
         $2,500,000, such Casualty Proceeds shall be retained by the Company or
         the relevant Subsidiary, as the case may be, and used to restore,
         repair, replace (including with an asset of like kind) or rebuild the
         asset in respect of which such Casualty Proceeds were received (to the
         extent required by the applicable Security Document) or otherwise such
         Proceeds may be used in accordance with Section 4.13(d) (provided that
         any assets (including Voting Stock) acquired are pledged as Collateral)
         or Section 4.13(e); and

                  (ii) if the amount of such Casualty Proceeds is equal to or
         greater than $2,500,000, such Casualty Proceeds shall be deposited and
         held in the Cash Collateral Account and be released from that account
         as provided in Section 11.03(c) below.

         (c) Amounts held in the Cash Collateral Account may only be released to
the Company or the applicable Guarantor for use as permitted by Section
4.13(d)(provided that any assets (including Voting Stock) acquired are pledged
as Collateral) or Section 4.13(e) and, in the case of Section 4.13(e), will be
released to the Company or the applicable Guarantor if remaining after the
consummation of the Offer to Purchase.

         (d) Notwithstanding the foregoing, the Company will not be required to
deposit any Casualty Proceeds to the extent that it furnishes the Collateral
Agent and the Trustee with an Officers' Certificate certifying that it has
invested an amount in compliance with Section 4.13(d) (and any assets (including
Voting Stock) acquired are pledged as Collateral) or Section 4.13(e) equal to,
or in excess of, the amount of such proceeds in anticipation of receipt of such
funds.

         (e) The Guarantors will be required to comply with the requirements of
Section 11.02 (other than Section 11.02(a)(ii)(C) in the case of any release of
funds to be applied pursuant to Section 4.13(e) or released thereafter to the
Company or the applicable Guarantor) before any Collateral held in the Cash
Collateral Account may be released from the Lien of the Pledge and Security
Agreement.

         SECTION 11.04. Suits to Protect the Collateral. Subject to the
provisions of the Security Documents, the Trustee shall have power to institute
and to maintain such suits and proceedings as it may deem expedient to prevent
any impairment of the Collateral by any acts which may be unlawful or in
violation of any of the Security Documents or this Indenture, including suits
and proceedings against the Collateral Agent and such suits and proceedings as
the Trustee may deem expedient to preserve or protect its interests and the
interests of the Holders in the Collateral.

         SECTION 11.05. Determinations Relating to Collateral. In the event (i)
the Trustee shall receive any written request from the Company, a Guarantor or
the Collateral Agent under any Security Document for consent or approval with
respect to

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any matter or thing relating to any Collateral or the Company's or such
Guarantor's obligations with respect thereto, (ii) there shall be due to or from
the Trustee or the Collateral Agent under the provisions of any Security
Document any material performance or the delivery of any material instrument or
(iii) the Trustee shall become aware of any nonperformance by the Company or a
Guarantor of any covenant or any breach of any representation or warranty of the
Company or such Guarantor set forth in any Security Document, then, in each such
event, the Trustee shall be entitled to hire experts, consultants, agents and
attorneys to advise the Trustee on the manner in which the Trustee should
respond, or direct the Collateral Agent to respond, to such request or render
any requested performance or respond, or direct the Collateral Agent to respond,
to such nonperformance or breach; provided that the Trustee's right to direct
the Collateral Agent to respond shall be subject to the terms of the Security
Documents. The Trustee shall be fully protected in the taking of any action
recommended or approved by any such expert, consultant, agent or attorney or
agreed to by the Holders of a majority in principal amount of the outstanding
Notes.

         SECTION 11.06. Release upon Termination of the Company's Obligations.
In the event that (i) all of the Obligations under the Indenture, the Notes and
the Security Documents have been paid, (ii) the Notes have been discharged
pursuant to Section 8.01, (iii) the Notes have been legally defeased pursuant to
Section 8.02 or (iv) the covenants of the Notes have been defeased pursuant to
Section 8.03, and the Company delivers an Officers' Certificate to that effect
to the Trustee, then the Liens of the Security Documents on the Collateral shall
be automatically released and the Collateral Agent shall execute all such
instruments as shall be requested by the Company to release all the Collateral
as to which a security interest has been granted pursuant to this Indenture and
the Security Documents (other than any Collateral pledged as part of the trust
required to defease or discharge the Notes). The Trustee and the Collateral
Agent shall, at the direction and expense of the Company, take all necessary
measures to effectuate such release, including, but not limited to, executing
UCC-3 termination statements to be filed by the Company in the appropriate
jurisdiction.



                                   ARTICLE 12
                                  MISCELLANEOUS

         SECTION 12.01. Trust Indenture Act of 1939. The Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act.

         SECTION 12.02. Noteholder Communications; Noteholder Actions. (a) The
rights of Holders to communicate with other Holders with respect to the
Indenture or the Notes are as provided by the Trust Indenture Act, and the
Company and the Trustee shall comply with the requirements of Trust Indenture
Act Section 312(a). Neither the Company nor the Trustee will be held accountable
by reason of any disclosure of information as to names and addresses of Holders
made pursuant to the Trust Indenture Act.

                                       88
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                  (b)(i) Any request, demand, authorization, direction, notice,
         consent to amendment, supplement or waiver or other action provided by
         this Indenture to be given or taken by a Holder (an "ACT") may be
         evidenced by an instrument signed by the Holder delivered to the
         Trustee. The fact and date of the execution of the instrument, or the
         authority of the person executing it, may be proved in any manner that
         the Trustee deems sufficient.

                  (ii) The Trustee may make reasonable rules for action by or at
         a meeting of Holders, which will be binding on all the Holders.

         (c) Any act by the Holder of any Note binds that Holder and every
subsequent Holder of a Note that evidences the same debt as the Note of the
acting Holder, even if no notation thereof appears on the Note. Subject to
paragraph (d), a Holder may revoke an act as to its Notes, but only if the
Trustee receives the notice of revocation before the date the amendment or
waiver or other consequence of the act becomes effective.

         (d) The Company may, but is not obligated to, fix a record date (which
need not be within the time limits otherwise prescribed by Trust Indenture Act
Section 316(c)) for the purpose of determining the Holders entitled to act with
respect to any amendment or waiver or in any other regard, except that during
the continuance of an Event of Default, only the Trustee may set a record date
as to notices of default, any declaration or acceleration or any other remedies
or other consequences of the Event of Default. If a record date is fixed, those
Persons that were Holders at such record date and only those Persons will be
entitled to act, or to revoke any previous act, whether or not those Persons
continue to be Holders after the record date. No act will be valid or effective
for more than 90 days after the record date.

         SECTION 12.03. Notices. (a) Any notice or communication to the Company
will be deemed given if in writing (i) when delivered in person or (ii) five
days after mailing when mailed by first class mail, or (iii) when sent by
facsimile transmission, with transmission confirmed. Notices or communications
to a Guarantor will be deemed given if given to the Company. Any notice to the
Trustee will be effective only upon receipt. In each case the notice or
communication should be addressed as follows:

         if to the Company:

                  Century Aluminum Company
                  2511 Garden Road, Building A, Suite 200,
                  Monterey, CA 93940
                  Facsimile:  (831) 642-9080
                  Attn: Chief Financial Officer

         if to the Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street

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<PAGE>   96
                  Wilmington, DE 19890
                  Facsimile:  (302) 651-8584
                  Attn: Corporate Trust Division

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

         (b) Except as otherwise expressly provided with respect to published
notices, any notice or communication to a Holder will be deemed given when
mailed to the Holder at its address as it appears on the Register by first class
mail or, as to any Global Note registered in the name of DTC or its nominee, as
agreed by the Company, the Trustee and DTC. Copies of any notice or
communication to a Holder, if given by the Company, will be mailed to the
Trustee at the same time. Defect in mailing a notice or communication to any
particular Holder will not affect its sufficiency with respect to other Holders.

         (c) Where the Indenture provides for notice, the notice may be waived
in writing by the Person entitled to receive such notice, either before or after
the event, and the waiver will be the equivalent of the notice. Waivers of
notice by Holders must be filed with the Trustee, but such filing is not a
condition precedent to the validity of any action taken in reliance upon such
waivers.

         SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under the Indenture or any Security Document, the Company will furnish to the
Trustee:

                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in the
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that all such conditions
         precedent have been complied with.

         SECTION 12.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in the Indenture must include:

                  (1) a statement that each person signing the certificate or
         opinion has read the covenant or condition and the related definitions;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statement or opinion
         contained in the certificate or opinion is based;

                  (3) a statement that, in the opinion of each such person, that
         person has made such examination or investigation as is necessary to
         enable the person

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<PAGE>   97
         to express an informed opinion as to whether or not such covenant or
         condition has been complied with; and

                  (4) a statement as to whether or not, in the opinion of each
         such person, such condition or covenant has been complied with,
         provided that an Opinion of Counsel may rely on an Officers'
         Certificate or certificates of public officials with respect to matters
         of fact.

         SECTION 12.06. Payment Date Other Than a Business Day. If any payment
with respect to a payment of any principal of, premium, if any, or interest on
any Note (including any payment to be made on any date fixed for redemption or
purchase of any Note) is due on a day which is not a Business Day, then the
payment need not be made on such date, but may be made on the next Business Day
with the same force and effect as if made on such date, and no interest will
accrue with respect to such payment for the intervening period.

         SECTION 12.07. Governing Law. The Indenture, including any Note
Guaranties, and the Notes shall be governed by, and construed in accordance
with, the laws of the State of New York.

         SECTION 12.08. No Adverse Interpretation of Other Agreements. The
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company, and no such indenture
or loan or debt agreement may be used to interpret the Indenture.

         SECTION 12.09. Successors. All agreements of the Company or any
Guarantor in the Indenture and the Notes will bind its successors. All
agreements of the Trustee in the Indenture will bind its successor.

         SECTION 12.10. Duplicate Originals. The parties may sign any number of
copies of the Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         SECTION 12.11. Separability. In case any provision in the Indenture or
in the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.

         SECTION 12.12. Table of Contents and Headings. The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of the
Indenture have been inserted for convenience of reference only, are not to be
considered a part of the Indenture and in no way modify or restrict any of the
terms and provisions of the Indenture.

         SECTION 12.13. No Liability of Directors, Officers, Employees,
Incorporators and Stockholders. No director, officer, employee, incorporator,
member or stockholder of the Company or any Guarantor, as such, will have any
liability for any obligations of the Company or such Guarantor under the Notes,
any Note Guaranty, any Security

                                       91
<PAGE>   98
Document or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

                                       92
<PAGE>   99
                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be
duly executed as of the date first written above.

                               CENTURY ALUMINUM COMPANY,
                               as Issuer



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:


                               WILMINGTON TRUST COMPANY,
                               as Trustee



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:


                               CENTURY OF WEST VIRGINIA, INC.,
                                     as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:


                               BERKELEY ALUMINUM, INC.,
                                     as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:



                                       93
<PAGE>   100
                               VIRGIN ISLANDS ALUMINA
                               CORPORATION LLC, as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:


                               CENTURY KENTUCKY, INC.,
                                     as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:


                               METALSCO LTD., as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:



                               SKYLINER, INC., as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:


                               NSA, LTD., as a Guarantor



                               By:
                                  ----------------------------------------------
                                     Name:
                                     Title:




                                       94
<PAGE>   101
                                                                       EXHIBIT A


                                 [FACE OF NOTE]

                            CENTURY ALUMINUM COMPANY

               11 3/4% Senior Secured First Mortgage Note Due 2008

                                                 [CUSIP]  [CINS] _______________

No.                                                             $_______________

         Century Aluminum Company, a Delaware corporation (the "COMPANY", which
term includes any successor under the Indenture hereinafter referred to), for
value received, promises to pay to ____________________, or its registered
assigns, the principal sum of ____________ DOLLARS ($______) [or such other
amount as indicated on the Schedule of Exchange of Notes attached hereto]1 on
April 15, 2008.

         [Initial](2) Interest Rate:  11 3/4% per annum.

         Interest Payment Dates: April 15 and October 15, commencing October 15,
2001.

         Regular Record Dates: April 1 and October 1.

         Reference is hereby make to the further provisions of this Note set
forth on the reverse hereof, which will for all purposes have the same effect as
if set forth at this place.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Date:                                       CENTURY ALUMINUM COMPANY



                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:



         (1)For Global Notes.
         (2)For Initial Notes or Initial Additional Notes only.


                                               A-1
<PAGE>   102
                (Form of Trustee's Certificate of Authentication)

         This is one of the 11 3/4% Senior Secured First Mortgage Notes Due 2008
described in the Indenture referred to in this Note.


                                            WILMINGTON TRUST COMPANY,
                                                  as Trustee



                                            By:
                                              ----------------------------------

                                                  Authorized Signatory




                                               A-2
<PAGE>   103
                             [REVERSE SIDE OF NOTE]

                            CENTURY ALUMINUM COMPANY

               11 3/4% Senior Secured First Mortgage Note Due 2008

1.       Principal and Interest.

         The Company promises to pay the principal of this Note on April 15,
2008.

         The Company promises to pay interest on the principal amount of this
Note on each interest payment date, as set forth on the face of this Note, at
the rate of 11 3/4% per annum [(subject to adjustment as provided below)].(1)

         Interest will be payable semiannually (to the holders of record of the
Notes at the close of business on the April 1 or October 1 immediately preceding
the interest payment date) on each interest payment date, commencing October 15,
2001.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement, dated April 2, 2001, among the Company, the Guarantors party
thereto and the Initial Purchasers named therein (the "REGISTRATION RIGHTS
AGREEMENT"). In the event that the Exchange Offer (as defined in the
Registration Rights Agreement) is not consummated and the Shelf Registration
Statement (as defined in the Registration Rights Agreement) is not declared
effective on or prior to the date that is 180 days after the Issue Date (the
"EFFECTIVENESS DEADLINE"), the interest rate on this Note will increase by a
rate of 0.50% per annum until the Exchange Offer is consummated or the Shelf
Registration Statement is declared effective by the Commission. The interest
rate on this Note will not increase by more than 0.50% per annum notwithstanding
the Company's failure to meet more than one of these requirements.](2)

         Interest on this Note will accrue from the most recent date to which
interest has been paid on this Note [or the Note surrendered in exchange for
this Note]3 (or, if there is no existing default in the payment of interest and
if this Note is authenticated between a regular record date and the next
interest payment date, from such interest payment date) or, if no interest has
been paid, from the Issue Date. Interest will be computed in the basis of a
360-day year of twelve 30-day months.

         The Company will pay interest on overdue principal, premium, if any,
and interest at a rate per annum that is 2% in excess of 11 3/4%. Interest not
paid when due and any interest on principal, premium or interest not paid when
due will be paid to the

--------
         (1)Include only for Initial Note.

         (2)Include only for Initial Note.

         (3)Include only for Exchange Note.


                                      A-3
<PAGE>   104
Persons that are Holders on a special record date, which will be the 15th day
preceding the date fixed by the Company for the payment of such interest,
whether or not such day is a Business Day. At least 15 days before a special
record date, the Company will send to each Holder and to the Trustee a notice
that sets forth the special record date, the payment date and the amount of
interest to be paid.

2.       Indentures; Note Guaranty.

         This is one of the Notes issued under an Indenture dated as of April 2,
2001 (as amended from time to time, the "INDENTURE"), among the Company, the
Guarantors party thereto and Wilmington Trust Company, as Trustee. Capitalized
terms used herein are used as defined in the Indenture unless otherwise
indicated. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act. The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the Trust Indenture Act for a statement of all such terms. To the extent
permitted by applicable law, in the event of any inconsistency between the terms
of this Note and the terms of the Indenture, the terms of the Indenture will
control.

         The Notes are general obligations of the Company, secured by Liens on
the Collateral pursuant to the Security Documents. The Indenture limits the
original aggregate principal amount of the Notes to $325,000,000. This Note is
guarantied, as set forth in the Indenture and secured by Liens on the Collateral
pursuant to the Security Documents.

3.       Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

         This Note is subject to optional redemption, and may be the subject of
an Offer to Purchase, as further described in the Indenture. There is no sinking
fund or mandatory redemption applicable to this Note.

         If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, and accrued interest on the Notes to redemption or maturity, the Company
may in certain circumstances be discharged from the Indenture and the Notes or
may be discharged from certain of its obligations under certain provisions of
the Indenture.

4.       Registered Form; Denominations; Transfer; Exchange.

         The Notes are in registered form without coupons in denominations of
$1,000 principal amount and any multiple of $1,000 in excess thereof. A Holder
may register the transfer or exchange of Notes in accordance with the Indenture.
The Trustee may require a Holder to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which
the Trustee will not be required to issue, register the transfer of or exchange
any Note or certain portions of a Note.

5.       Defaults and Remedies.


                                      A-4
<PAGE>   105
         If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable. If a bankruptcy
default with respect to the Company occurs and is continuing, the Notes
automatically become due and payable. Holders may not enforce the Indenture or
the Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the Notes then
outstanding may direct the Trustee in its exercise of remedies.

6.       Amendment and Waiver.

         Subject to certain exceptions, the Indenture, the Notes and any
Security Document may be amended, or default may be waived, with the consent of
the Holders of a majority in principal amount of the outstanding Notes. Without
notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture, the Notes and any Security Document to, among other
things, cure any ambiguity, defect or inconsistency.

7.       Authentication.

         This Note is not valid until the Trustee (or Authenticating Agent)
signs the certificate of authentication on the other side of this Note.

8.       Abbreviations.

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors
Act).

         The Company will furnish a copy of the Indenture to any Holder upon
written request and without charge.


                                      A-5
<PAGE>   106
                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto


Insert Taxpayer Identification No.

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

--------------------------------------------------------------------------------
    Please print or typewrite name and address including zip code of assignee


--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

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

attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


                                      A-6
<PAGE>   107
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES
BEARING A RESTRICTED LEGEND]

         In connection with any transfer of this Note occurring prior to
______________, the undersigned confirms that such transfer is made without
utilizing any general solicitation or general advertising and further as
follows:

                                    Check One

/ / (1) This Note is being transferred to a "qualified institutional buyer" in
compliance with Rule 144A under the Securities Act of 1933, as amended and
certification in the form of Exhibit F to the Indenture is being furnished
herewith.

/ / (2) This Note is being transferred to a Non-U.S. Person in compliance with
the exemption from registration under the Securities Act of 1933, as amended,
provided by Regulation S thereunder, and certification in the form of Exhibit E
to the Indenture is being furnished herewith.

                                       or

/ / (3) This Note is being transferred other than in accordance with (1) or (2)
above and documents are being furnished which comply with the conditions of
transfer set forth in this Note and the Indenture.

         If none of the foregoing boxes is checked, the Trustee is not obligated
to register this Note in the name of any Person other than the Holder hereof
unless and until the conditions to any such transfer of registration set forth
herein and in the Indenture have been satisfied.

Date:____________________                            __________________________
                                                     Seller

                                                     By________________________

                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within-mentioned
                                    instrument in every particular, without
                                    alteration or any change whatsoever.

Signature Guarantee:4 _______________________________



________
         (4)Signatures must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Note Transfer Agent Medallion Program ("STAMP") or such
other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-7
<PAGE>   108
                        By______________________________
                           To be executed by an executive officer


                                      A-8
<PAGE>   109
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you wish to have all of this Note purchased by the Company pursuant
to Section 4.12 or Section 4.13 of the Indenture, check the box: / /

         If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount (in
original principal amount) below:

                  $_____________________.


Date:____________

Your Signature:__________________________

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:(1)_____________________________


________
         (1)Signatures must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Note Transfer Agent Medallion Program ("STAMP") or such
other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


                                      A-9
<PAGE>   110
                         SCHEDULE OF EXCHANGES OF NOTES(1)

The following exchanges of a part of this Global Note for Physical Notes or a
part of another Global Note have been made:



<TABLE>
<CAPTION>
<S>                 <C>                    <C>                     <C>                    <C>
                                                                   PRINCIPAL AMOUNT OF
                                                                      THIS GLOBAL NOTE
                    AMOUNT OF DECREASE      AMOUNT OF INCREASE         FOLLOWING SUCH         SIGNATURE OF
                    IN PRINCIPAL AMOUNT     IN PRINCIPAL AMOUNT         DECREASE (OR      AUTHORIZED OFFICER OF
DATE OF EXCHANGE    OF THIS GLOBAL NOTE     OF THIS GLOBAL NOTE           INCREASE)             TRUSTEE
</TABLE>





--------
        (1)For Global Notes




                                      A-10
<PAGE>   111
                                                                       EXHIBIT B











                             SUPPLEMENTAL INDENTURE


                          dated as of __________, ____

                                      among

                            CENTURY ALUMINUM COMPANY,


                          The Guarantor(s) Party Hereto

                                       and

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

                      ____________________________________



              11 3/4% SENIOR SECURED FIRST MORTGAGE NOTES DUE 2008
<PAGE>   112
         THIS SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), entered
into as of __________, ____, among Century Aluminum Company, a Delaware
corporation (the "COMPANY"), [insert each Guarantor executing this Supplemental
Indenture and its jurisdiction of incorporation] (each an "UNDERSIGNED") and
Wilmington Trust Company, as trustee (the "TRUSTEE").

                                    RECITALS

         WHEREAS, the Company, the Guarantors party thereto and the Trustee
entered into the Indenture, dated as of April 2, 2001 (the "INDENTURE"),
relating to the Company's 11 3/4% Senior Secured First Mortgage Notes due 2008
(the "NOTES");

         WHEREAS, as a condition to the Trustee entering into the Indenture and
the purchase of the Notes by the Holders, the Company agreed pursuant to the
Indenture to cause any newly acquired or created Domestic Restricted
Subsidiaries to provide Guaranties.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows:

         SECTION 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.

         SECTION 2. Each Undersigned, by its execution of this Supplemental
Indenture, agrees to be a Guarantor under the Indenture and to be bound by the
terms of the Indenture applicable to Guarantors, including, but not limited to,
Article 10 thereof.

         SECTION 3. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 4. This Supplemental Indenture may be signed in various
counterparts which together will constitute one and the same instrument.

         SECTION 5. This Supplemental Indenture is an amendment supplemental to
the Indenture and the Indenture and this Supplemental Indenture will henceforth
be read together.

         SECTION 6. The Trustee makes no representation as to the validity or
adequacy of this Supplemental Indenture or the recitals contained herein.



                                      B-1
<PAGE>   113
         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.


                                            CENTURY ALUMINUM COMPANY,
                                                  as Issuer



                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            [GUARANTOR]



                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                            WILMINGTON TRUST COMPANY,
                                                  as Trustee



                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:


                                      B-2
<PAGE>   114
                                                                       EXHIBIT C

                                RESTRICTED LEGEND

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

          (1)   REPRESENTS THAT

          (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A "QUALIFIED
         INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE
         SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
         RESPECT TO EACH SUCH ACCOUNT,

          (B)   IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
         (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE
         SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR

          (C)   IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF
         REGULATION S UNDER THE SECURITIES ACT) AND

          (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN,
EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND ONLY

          (A)   TO THE COMPANY,

          (B)   PURSUANT TO A REGISTRATION STATEMENT WHICH
         HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

          (C)   TO A QUALIFIED INSTITUTIONAL BUYER IN
         COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

          (D)   IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

          (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, TO AN
         INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
         DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE
         FORM OF WHICH MAY BE

                                       C-1
<PAGE>   115
         OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF
         THIS NOTE, OR

          (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
         UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR
(2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY
RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.



                                       C-2
<PAGE>   116
                                                                       EXHIBIT D

                                   DTC LEGEND

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.



                                               D-1
<PAGE>   117
                                                                       EXHIBIT E

                            Regulation S Certificate

                                                                 _________, ____


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19860
Attention: Corporate Trust Administration

         Re:      Century Aluminum Company
                  11 3/4% Senior Secured First Mortgage
                  Notes due 2008 (the "NOTES")
                  Issued under the Indenture (the "INDENTURE") dated
                  as of April 2, 2001 relating to the Notes

Dear Sirs:

         Terms are used in this Certificate as used in Regulation S ("Regulation
S") under the Securities Act of 1933, as amended (the "Securities Act"), except
as otherwise stated herein.

         [CHECK A OR B AS APPLICABLE.]

         [ ] A. This Certificate relates to our proposed transfer of
                $____ principal amount of Notes issued under the Indenture. We
                hereby certify as follows:

            1.  The offer and sale of the Notes was not and will not be made to
                a person in the United States (unless such person is excluded
                from the definition of "U.S. person" pursuant to Rule
                902(k)(2)(vi) or the account held by it for which it is acting
                is excluded from the definition of "U.S. person" pursuant to
                Rule 902(k)(2)(i) under the circumstances described in Rule
                902(g)(3)) and such offer and sale was not and will not be
                specifically targeted at an identifiable group of U.S. citizens
                abroad.

            2.  Unless the circumstances described in the parenthetical in
                paragraph 1 above are applicable, either (a) at the time the buy
                order was originated, the buyer was outside the United States or
                we and any person acting on our behalf reasonably believed that
                the buyer was outside the United States or (b) the transaction
                was executed in, on or through the facilities of a designated
                offshore securities market, and neither we nor any person acting
                on our


                                      E-1
<PAGE>   118
                  behalf knows that the transaction was pre-arranged with a
                  buyer in the United States.

         3.       Neither we, any of our affiliates, nor any person acting on
                  our or their behalf has made any directed selling efforts in
                  the United States with respect to the Notes.

         4.       The proposed transfer of Notes is not part of a plan or scheme
                  to evade the registration requirements of the Securities Act.

         5.       If we are a dealer or a person receiving a selling concession,
                  fee or other remuneration in respect of the Notes, and the
                  proposed transfer takes place during the Restricted Period (as
                  defined in the Indenture), or we are an officer or director of
                  the Company or an Initial Purchaser (as defined in the
                  Indenture), we certify that the proposed transfer is being
                  made in accordance with the provisions of Rule 904(b) of
                  Regulation S.

[ ] B.   This Certificate relates to our proposed exchange of $____
         principal amount of Notes issued under the Indenture for an equal
         principal amount of Notes to be held by us. We hereby certify as
         follows:

         1.       At the time the offer and sale of the Notes was made to us,
                  either (i) we were not in the United States or (ii) we were
                  excluded from the definition of "U.S. person" pursuant to Rule
                  902(k)(2)(vi) or the account held by us for which we were
                  acting was excluded from the definition of "U.S. person"
                  pursuant to Rule 902(k)(2)(i) under the circumstances
                  described in Rule 902(g)(3); and we were not a member of an
                  identifiable group of U.S. citizens abroad.

         2.       Unless the circumstances described in paragraph 1(ii) above
                  are applicable, either (a) at the time our buy order was
                  originated, we were outside the United States or (b) the
                  transaction was executed in, on or through the facilities of a
                  designated offshore securities market and we did not
                  pre-arrange the transaction in the United States.

         3.       The proposed exchange of Notes is not part of a plan or scheme
                  to evade the registration requirements of the Securities Act.



                                               E-2
<PAGE>   119
         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                            Very truly yours,

                                            [NAME OF SELLER (FOR TRANSFERS) OR
                                                  OWNER (FOR EXCHANGES)]

                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:
                                                  Address:
Date:
    ---------------------------


                                               E-3
<PAGE>   120
                                                                       EXHIBIT F

                              Rule 144A Certificate

                                                                 ---------, ----


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19860
Attention: Corporate Trust Administration

         Re:      Century Aluminum Company
                  11 3/4% Senior Secured First Mortgage
                  Notes due 2008 (the "NOTES")
                  Issued under the Indenture (the "INDENTURE") dated as
                  as of April 2, 2001 relation to the Notes

Ladies and Gentlemen:

         TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

         This Certificate relates to:

         [CHECK A OR B AS APPLICABLE.]

          [ ] A. Our proposed purchase of $____ principal amount of Notes
                 issued under the Indenture.

          [ ] B. Our proposed exchange of $____ principal amount of Notes
                 issued under the Indenture for an equal principal amount of
                 Notes to be held by us.

         We and, if applicable, each account for which we are acting, are a
qualified institutional buyer within the meaning of Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "Securities Act"). If we are
acting on behalf of an account, we exercise sole investment discretion with
respect to such account. We are aware that the transfer of Notes to us, or such
exchange, as applicable, is being made in reliance upon the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to
the date of this Certificate we have received such information regarding the
Company as we have requested pursuant to Rule 144A(d)(4) or have determined not
to request such information.



                                       F-1
<PAGE>   121
         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                            Very truly yours,

                                            [NAME OF PURCHASER (FOR
                                                  TRANSFERS) OR OWNER (FOR
                                                  EXCHANGES)]

                                            By:
                                               ---------------------------------
                                                  Name:
                                                  Title:
                                                  Address:
Date:
     -------------------------



                                       F-2
<PAGE>   122
                                                                       EXHIBIT G

                  Institutional Accredited Investor Certificate


Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19860
Attention: Corporate Trust Administration

         Re:      Century Aluminum Company
                  11 3/4% Senior Secured First Mortgage
                  Notes due 2008 (the "NOTES")
                  Issued under the Indenture (the "INDENTURE") dated as
                  as of April 2, 2001 relation to the Notes

Ladies and Gentlemen:

         This Certificate relates to:

         [CHECK A OR B AS APPLICABLE.]

         [ ] A.  Our proposed purchase of $____ principal amount of Notes
                 issued under the Indenture.

         [ ] B.  Our proposed exchange of $____ principal amount of Notes
                 issued under the Indenture for an equal principal amount of
                 Notes to be held by us.

         We hereby confirm that:

         1.       We are an institutional "accredited investor" within the
                  meaning of Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act of 1933, as amended (the "Securities Act") (an
                  "Institutional Accredited Investor").

         2.       Any acquisition of Notes by us will be for our own account or
                  for the account of one or more other Institutional Accredited
                  Investors as to which we exercise sole investment discretion.

         3.       We have such knowledge and experience in financial and
                  business matters that we are capable of evaluating the merits
                  and risks of an investment in the Notes and we and any
                  accounts for which we are acting are able to bear the economic
                  risks of and an entire loss of our or their investment in the
                  Notes.

         4.       We are not acquiring the Notes with a view to any distribution
                  thereof in a transaction that would violate the Securities Act
                  or the securities laws of






                                               G-1
<PAGE>   123
                  any State of the United States or any other applicable
                  jurisdiction; provided that the disposition of our property
                  and the property of any accounts for which we are acting as
                  fiduciary will remain at all times within our and their
                  control.

         5.       We acknowledge that the Notes have not been registered under
                  the Securities Act and that the Notes may not be offered or
                  sold within the United States or to or for the benefit of U.S.
                  persons except as set forth below.

         6.       The principal amount of Notes to which this Certificate
                  relates is at least equal to $100,000.

         We agree for the benefit of the Company, on our own behalf and on
behalf of each account for which we are acting, that such Notes may be offered,
sold, pledged or otherwise transferred only in accordance with the Securities
Act and any applicable securities laws of any State of the United States and
only (a) to the Company, (b) pursuant to a registration statement which has
become effective under the Securities Act, (c) to a qualified institutional
buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore
transaction in compliance with Rule 904 of Regulation S under the Securities
Act, (e) in a principal amount of not less than $100,000, to an Institutional
Accredited Investor that, prior to such transfer, delivers to the Trustee a duly
completed and signed certificate (the form of which may be obtained from the
Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant
to an exemption from registration provided by Rule 144 under the Securities Act
or any other available exemption from the registration requirements of the
Securities Act.

         Prior to the registration of any transfer in accordance with (c) or (d)
above, we acknowledge that a duly completed and signed certificate (the form of
which may be obtained from the Trustee) must be delivered to the Trustee. Prior
to the registration of any transfer in accordance with (e) or (f) above, we
acknowledge that the Company reserves the right to require the delivery of such
legal opinions, certifications or other evidence as may reasonably be required
in order to determine that the proposed transfer is being made in compliance
with the Securities Act and applicable state securities laws. We acknowledge
that no representation is made as to the availability of any Rule 144 exemption
from the registration requirements of the Securities Act.

         We understand that the Trustee will not be required to accept for
registration of transfer any Notes acquired by us, except upon presentation of
evidence satisfactory to the Company and the Trustee that the foregoing
restrictions on transfer have been complied with. We further understand that the
Notes acquired by us will be in the form of definitive physical certificates and
that such certificates will bear a legend reflecting the substance of the
preceding paragraph. We further agree to provide to any person acquiring any of
the Notes from us a notice advising such person that resales of the Notes are
restricted as stated herein and that certificates representing the Notes will
bear a legend to that effect.

                                       G-2
<PAGE>   124
         We agree to notify you promptly in writing if any of our
acknowledgments, representations or agreements herein ceases to be accurate and
complete.

         We represent to you that we have full power to make the foregoing
acknowledgments, representations and agreements on our own behalf and on behalf
of any account for which we are acting.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                            Very truly yours,

                                            [NAME OF PURCHASER (FOR
                                                  TRANSFERS) OR OWNER (FOR
                                                  EXCHANGES)]

                                            By:
                                              ----------------------------------
                                                  Name:
                                                  Title:
                                                  Address:
Date:
    ------------------------


                                       G-3
<PAGE>   125
         Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:


By:
   ------------------------------------------------


Date:
    -----------------------------------------------


Taxpayer ID number:
                   --------------------------------




                                       G-4
<PAGE>   126
                                                                       EXHIBIT H

                   [COMPLETE FORM I OR FORM II AS APPLICABLE.]

                                    [FORM I]

                       Certificate of Beneficial Ownership

To:      Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware 19860
         Attention: Corporate Trust Administration OR

         [Euroclear Bank S.A./N.V., as operator of the Euroclear System] OR

         [Clearstream Banking SA]

         Re:      Century Aluminum Company
                  11 3/4% Senior Secured First Mortgage
                  Notes due 2008 (the "NOTES")
                  Issued under the Indenture (the "INDENTURE") dated as
                  as of April 2, 2001 relating to the Notes


Ladies and Gentlemen:

         We are the beneficial owner of $____ principal amount of Notes issued
under the Indenture and represented by a Temporary Offshore Global Note (as
defined in the Indenture).

         We hereby certify as follows:

         [CHECK A OR B AS APPLICABLE.]

         [ ] A.   We are a non-U.S. person (within the meaning of Regulation S
                  under the Securities Act of 1933, as amended).

         [ ] B.   We are a U.S. person (within the meaning of Regulation S under
                  the Securities Act of 1933, as amended) that purchased the
                  Notes in a transaction that did not require registration under
                  the Securities Act of 1933, as amended.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.



                                       H-1
<PAGE>   127
                                            Very truly yours,

                                            [NAME OF BENEFICIAL OWNER]

                                            By:
                                              ----------------------------------
                                                  Name:
                                                  Title:
                                                  Address:
Date:
     ------------------------------




                                    [FORM II]

                       Certificate of Beneficial Ownership

To:      Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware 19860
         Attention: Corporate Trust Administration

Re:      Century Aluminum Company
         11 3/4% Senior Secured First Mortgage
         Notes due 2008 (the "NOTES")
         Issued under the Indenture (the "INDENTURE") dated as
         as of April 2, 2001 relating to the Notes

Ladies and Gentlemen:

         This is to certify that based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations ("Member Organizations") appearing in our records as persons being
entitled to a portion of the principal amount of Notes represented by a
Temporary Offshore Global Note issued under the above-referenced Indenture, that
as of the date hereof, $____ principal amount of Notes represented by the
Temporary Offshore Global Note being submitted herewith for exchange is
beneficially owned by persons that are either (i) non-U.S. persons (within the
meaning of Regulation S under the Securities Act of 1933, as amended) or (ii)
U.S. persons that purchased the Notes in a transaction that did not require
registration under the Securities Act of 1933, as amended.

         We further certify that (i) we are not submitting herewith for exchange
any portion of such Temporary Offshore Global Note excepted in such Member
Organization certifications and (ii) as of the date hereof we have not received
any notification from any Member Organization to the effect that the statements
made by such Member Organization with respect to any portion of such Temporary
Offshore Global Note


                                       H-2
<PAGE>   128
submitted herewith for exchange are no longer true and cannot be relied upon as
of the date hereof.

         You and the Company are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                          Yours faithfully,

                                          [EUROCLEAR BANK S.A./N.V., as operator
                                                of the Euroclear System]

                                                           OR

                                          [CLEARSTREAM BANKING SA]


                                          By:
                                              ----------------------------------
                                                  Name:
                                                  Title:
                                                  Address:
Date:
     ------------------------------



                                       H-3
<PAGE>   129
                                                                       EXHIBIT I

                      TEMPORARY OFFSHORE GLOBAL NOTE LEGEND

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED
PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY
PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH
INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). BENEFICIAL INTERESTS HEREIN ARE NOT
EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE
WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN
REGULATION S UNDER THE SECURITIES ACT.




                                       I-1
<PAGE>   130
                                                                       EXHIBIT J

                 OFFICERS' CERTIFICATE PURSUANT TO SECTION 11.02

         This certificate is being delivered pursuant to Section 11.02 of the
Indenture (the "INDENTURE") dated as of April 2, 2001, among Century Aluminum
Company (the "COMPANY"), the Guarantors party thereto and Wilmington Trust
Company, as Trustee (the "TRUSTEE"). Terms defined in the Indenture and not
otherwise defined herein are used herein as defined therein.

         The undersigned officers of the Company do hereby certify as follows
and request release of the collateral listed on Schedule I (the "COLLATERAL")
from the Lien of the Indenture and the Security Documents as of the date set
forth below:

         1. All conditions precedent under the Indenture and the Security
Documents to the release of the Collateral from the Lien have been complied
with.

         2. The disposition of the Collateral to [name of transferee] is [in
compliance with Section 4.13(a) and Section 4.13(b) of the Indenture as
described][exempt from Section 4.13(a) and Section 4.13(b) of the Indenture for
the reason set forth] below:

      [set forth evidence of compliance or reason for exemption in detail].

         3. The proposed disposition of the Collateral to [name of transferee]
is, in the Board of Directors' good faith judgment (as evidenced by the Board
Resolution attached hereto as Exhibit A), desirable in the proper conduct of the
business of the Company and the Restricted Subsidiaries, taken as a whole.

         4. Attached hereto as Exhibit B is an [engineer's][appraiser's]
certificate as required by, and complying with the requirements of, Section
11.02(a)(ii) [and Section 11.02(b)] of the Indenture. The [engineer][appraiser]
is [not] independent [if not independent - provide calculation evidencing that
an independent expert is not required pursuant to Section 11.02]

         [5. The cash proceeds of the disposition of the Collateral will be
deposited into the Cash Collateral Account.][The Collateral being disposed of
consists of amounts held in the Cash Collateral Account, and the proceeds are
being applied in accordance with Section 4.13(d) or Section 4.13(e) of the
Indenture. Set forth below is an explanation of the use of proceeds.]

         We have read the covenants and conditions referred to in paragraph 1
above and the other documents referred to herein and our statements are based
upon review of the Board Resolution, the [appraiser's][engineer's] certificate,
the Indenture [and add other appropriate documents] and such further examination
or investigation as we deemed necessary to enable us to express an informed
opinion as to the matters set forth above.


                                               J-1
<PAGE>   131
         IN WITNESS WHEREOF, we have signed this certificate.

         Dated:

                                                     Century Aluminum Company


                                                     By:
                                                        ------------------------
                                                              Name:
                                                              Title:



                                                     By:
                                                        ------------------------
                                                              Name:
                                                              Title:

Receipt of this Officers' Certificate and
the accompanying exhibits is acknowledged,
and the Collateral is hereby released from
the Lien of the Indenture and the Security
Documents upon consummation of the
disposition referred to above on the date
hereof [and delivery of the cash proceeds to
the Cash Collateral Account][and
satisfaction of the Collateral Requirements
with respect to the property received in
exchange].


WILMINGTON TRUST COMPANY,
as Trustee and Collateral Agent


By:
   -------------------------------------------------
         Name:
         Title:


                                       J-2
<PAGE>   132
                                   SCHEDULE I

[Description of property to be disposed]


                                       I-1