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                                                                    Exhibit 4.3

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                          REGISTRATION RIGHTS AGREEMENT



                            Dated as of April 2, 2001



                                      among



                            CENTURY ALUMINUM COMPANY,
                           the GUARANTORS party hereto


                                       and


                   CREDIT SUISSE FIRST BOSTON CORPORATION, and
                             FLEET SECURITIES, INC.




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                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of April 2, 2001, among CENTURY ALUMINUM COMPANY, a Delaware
corporation (the "COMPANY"), each of the GUARANTORS party hereto (the
"GUARANTORS") and CREDIT SUISSE FIRST BOSTON CORPORATION and FLEET SECURITIES,
INC. (the "INITIAL PURCHASERS").

         This Agreement is made pursuant to the Purchase Agreement dated March
28, 2001, among the Company, the Guarantors and the Initial Purchasers (the
"PURCHASE AGREEMENT"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $325,000,000 principal amount of the Company's
11.75% Senior Secured First Mortgage Notes due 2008 (the "SECURITIES"). The
Notes will be unconditionally and irrevocably guaranteed (the "GUARANTEES") as
to payment of principal, premium, if any, and interest by the Guarantors and
shall be secured by a pledge of certain plant, property and equipment of the
Company and the Guarantors. In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Company and the Guarantors have agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
by the Company and the Guarantors is a condition to the closing under the
Purchase Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Definitions

         As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

         "1933 ACT" shall mean the Securities Act of 1933, as amended from time
to time.

         "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

         "BLOCKAGE NOTICE" shall have the meaning set forth in Section 3 hereof.

         "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.
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         "COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

         "EXCHANGE OFFER" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "EXCHANGE SECURITIES" shall mean securities issued by the Company under
the Indenture and guaranteed by the Guarantors containing terms identical to the
Securities (except that (i) interest thereon shall accrue from the last date on
which interest was paid on the Securities (or if authenticated between a record
date and interest payment date, from such interest payment date) or, if no such
interest has been paid, from April 2, 2001, (ii) the Exchange Securities will be
registered under the 1933 Act and will not contain restrictions on transfer and
(iii) the provisions relating to additional interest will be eliminated) and to
be offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.

         "GUARANTORS" shall mean the Guarantors listed on the signature pages
hereof, and shall also include any successor to a Guarantor.

         "HOLDER" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture; provided that for purposes of Sections 4 and 5
of this Agreement, the term "HOLDER" shall include Participating Broker-Dealers
(as defined in Section 4(a)).

         "INDENTURE" shall mean the Indenture relating to the Securities dated
as of April 2, 2001 among the Company, the Guarantors party thereto and
Wilmington Trust Company, as trustee, and as the same may be amended from time
to time in accordance with the terms thereof.

         "INITIAL PURCHASERS " shall have the meaning set forth in the preamble.

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         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company, the Guarantors or any of their affiliates (as such term is defined in
Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent
Holders of Registrable Securities if such subsequent holders are deemed to be
such affiliates solely by reason of their holding of such Registrable
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage or amount.

         "PERSON" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
all material incorporated by reference therein.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

         "REGISTRABLE SECURITIES" shall mean the Securities (including the
Guarantees); provided, however, that the Securities shall cease to be
Registrable Securities (i) when a Registration Statement with respect to such
Securities shall have been declared effective under the 1933 Act and such
Securities shall have been disposed of pursuant to such Registration Statement,
(ii) when such Securities have been sold to the public pursuant to Rule 144(k)
(or any similar provision then in force, but not Rule 144A) under the 1933 Act
or (iii) when such Securities shall have ceased to be outstanding.

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable and documented fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Securities or Registrable Securities),
(iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and

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distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for the Company and the Guarantors and, in the case of
a Shelf Registration Statement, the reasonable and documented fees and
disbursements of one counsel for the Holders (which counsel shall be selected by
the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any
special audits or "COLD COMFORT" letters required by or incident to such
performance and compliance, but excluding fees and expenses of counsel to the
underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable Securities by a Holder,
which shall be the responsibility of the Holders.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such Registration Statement, including post-
effective amendments, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.

         "SEC" shall mean the Securities and Exchange Commission.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "SHELF" registration
statement of the Company and the Guarantors pursuant to the provisions of
Section 2(b) of this Agreement which covers (x) all of the Registrable
Securities, except Registrable Securities that the Holders thereof have elected
not to include in such Shelf Registration Statement and (y) no other securities
unless approved by the Holders whose Registrable Securities are covered by such
Shelf Registration Statement, on an appropriate form under Rule 415 under the
1933 Act, or any similar rule that may be adopted by the SEC, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

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         "TRUSTEE" shall mean the trustee with respect to the Securities under
the Indenture.

         "UNDERWRITER" shall have the meaning set forth in Section 3 hereof.

         "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter for
reoffering to the public.

         2. Registration Under the 1933 Act.

                  (a) To the extent not prohibited by any applicable law or
         applicable interpretation of the Staff of the SEC, the Company and the
         Guarantors shall use their best efforts to cause to be filed an
         Exchange Offer Registration Statement covering the offer by the Company
         and the Guarantors to the Holders to exchange all of the Registrable
         Securities for Exchange Securities and to have such Registration
         Statement remain effective until the closing of the Exchange Offer. The
         Company and the Guarantors shall commence the Exchange Offer promptly
         after the Exchange Offer Registration Statement has been declared
         effective by the SEC and use their best efforts to have the Exchange
         Offer consummated not later than 60 days after such effective date. The
         Company and the Guarantors shall commence the Exchange Offer by mailing
         the related exchange offer Prospectus and accompanying documents to
         each Holder stating, in addition to such other disclosures as are
         required by applicable law:

                           (i) that the Exchange Offer is being made pursuant to
                  this Registration Rights Agreement and that all Registrable
                  Securities validly tendered pursuant to the Exchange Offer
                  will be accepted for exchange;

                           (ii) the dates of acceptance for exchange (which
                  shall be a period of at least 20 business days from the date
                  such notice is mailed) (the "EXCHANGE DATES");

                           (iii) that any Registrable Security not tendered will
                  remain outstanding and continue to accrue interest, but will
                  not retain any rights under this Registration Rights
                  Agreement;

                           (iv) that Holders electing to have a Registrable
                  Security exchanged pursuant to the Exchange Offer will be
                  required to surrender such Registrable Security, together with
                  the enclosed

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                  letters of transmittal, to the institution and at the address
                  (located in the Borough of Manhattan, The City of New York)
                  specified in the notice prior to the close of business on the
                  last Exchange Date;

                           (v) that Holders electing to have Registrable
                  Securities exchanged in the Exchange Offer shall be required
                  to (a) represent that all Exchange Securities to be received
                  by them shall be acquired in the ordinary course of their
                  business and that at the time of the consummation of the
                  Exchange Offer they shall have no arrangement or understanding
                  to participate in the distribution (within the meaning of the
                  1933 Act) of the Exchange Securities and (b) make such other
                  representations as may be reasonably necessary under
                  applicable SEC rules, regulations or interpretations to render
                  the use of Form S-4 or other appropriate form under the 1933
                  Act available; and

                           (vi) that Holders will be entitled to withdraw their
                  election, not later than the close of business on the last
                  Exchange Date, by sending to the institution and at the
                  address (located in the Borough of Manhattan, The City of New
                  York) specified in the notice a telegram, facsimile
                  transmission or letter setting forth the name of such Holder,
                  the principal amount of Registrable Securities delivered for
                  exchange and a statement that such Holder is withdrawing his
                  election to have such Securities exchanged.

                           As soon as practicable after the last Exchange Date,
                  the Company and the Guarantors shall:

                           (i) accept for exchange Registrable Securities or
                  portions thereof properly tendered and not validly withdrawn
                  pursuant to the Exchange Offer; and

                           (ii) deliver, or cause to be delivered, to the
                  Trustee for cancellation all Registrable Securities or
                  portions thereof so accepted for exchange and issue, and cause
                  the Trustee to promptly authenticate and mail to each Holder,
                  an Exchange Security equal in principal amount to the
                  principal amount of the Registrable Securities surrendered by
                  such Holder.

         The Company and the Guarantors shall use their respective best efforts
to complete the Exchange Offer as provided above and shall comply with the
applicable requirements of the 1933 Act, the 1934 Act and other applicable laws
and regulations in connection with the Exchange Offer. The Exchange Offer shall

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not be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The Company and the Guarantors shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

                  (b) In the event that (i) the Company and the Guarantors
         determine that the Exchange Offer Registration provided for in Section
         2(a) above is not available or may not be consummated as soon as
         practicable after the last Exchange Date because it would violate
         applicable law or the applicable interpretations of the Staff of the
         SEC, (ii) the Exchange Offer is not for any other reason consummated by
         September 29, 2001 or (iii) the Exchange Offer has been completed and
         in the opinion of counsel for the Initial Purchasers a Registration
         Statement must be filed and a Prospectus must be delivered by the
         Initial Purchasers in connection with any offering or sale of
         Registrable Securities, the Company and the Guarantors shall use their
         best efforts to cause to be filed as soon as practicable after such
         determination, date or notice of such opinion of counsel is given to
         the Company, as the case may be, a Shelf Registration Statement
         providing for the sale by the Holders of all of the Registrable
         Securities and to have such Shelf Registration Statement declared
         effective by the SEC. In the event the Company and the Guarantors are
         required to file a Shelf Registration Statement solely as a result of
         the matters referred to in clause (iii) of the preceding sentence, the
         Company and the Guarantors shall use their best efforts to file and
         have declared effective by the SEC both an Exchange Offer Registration
         Statement pursuant to Section 2(a) with respect to all Registrable
         Securities and a Shelf Registration Statement (which may be a combined
         Registration Statement with the Exchange Offer Registration Statement)
         with respect to offers and sales of Registrable Securities held by the
         Initial Purchasers after completion of the Exchange Offer. The Company
         and the Guarantors agree to use their best efforts to keep the Shelf
         Registration Statement continuously effective until the expiration of
         the period referred to in Rule 144(k) with respect to the Registrable
         Securities or such shorter period that will terminate when all of the
         Registrable Securities covered by the Shelf Registration Statement have
         been sold pursuant to the Shelf Registration Statement or cease to be
         outstanding or otherwise to be Registrable Securities. The Company and
         the Guarantors further agree to supplement or amend the Shelf
         Registration Statement if required by the rules, regulations or
         instructions applicable to the registration form used by the Company
         and the Guarantors for such Shelf Registration Statement or by the 1933
         Act or by any other rules and regulations thereunder for

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         shelf registration or if reasonably requested by a Holder with respect
         to information relating to such Holder, and to use their best efforts
         to cause any such amendment to become effective and such Shelf
         Registration Statement to become usable as soon as thereafter
         practicable. The Company and the Guarantors agree to furnish to the
         Holders of Registrable Securities copies of any such supplement or
         amendment promptly after its being used or filed with the SEC.

                  (c) The Company and the Guarantors shall pay all Registration
         Expenses in connection with the registration pursuant to Section 2(a)
         and Section 2(b). Each Holder shall pay all underwriting discounts and
         commissions and transfer taxes, if any, relating to the sale or
         disposition of such Holder's Registrable Securities pursuant to the
         Shelf Registration Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
         Section 2(a) hereof or a Shelf Registration Statement pursuant to
         Section 2(b) hereof will not be deemed to have become effective unless
         it has been declared effective by the SEC; provided, however, that, if,
         after it has been declared effective, the offering of Registrable
         Securities pursuant to a Shelf Registration Statement is interfered
         with by any stop order, injunction or other order or requirement of the
         SEC or any other governmental agency or court, such Registration
         Statement will be deemed not to have become effective during the period
         of such interference until the offering of Registrable Securities
         pursuant to such Registration Statement may legally resume. In the
         event the Exchange Offer is not consummated and the Shelf Registration
         Statement is not declared effective on or prior to September 29, 2001,
         the interest rate on the Securities will be increased by a rate of 0.5%
         per annum from such date until the Exchange Offer is consummated or the
         Shelf Registration Statement is declared effective by the SEC.

                  (e) Without limiting the remedies available to the Initial
         Purchasers and the Holders, each of the Company and the Guarantors
         acknowledges that any failure by it to comply with its obligations
         under Section 2(a) and Section 2(b) hereof may result in material
         injury to the Initial Purchasers or the Holders for which there is no
         adequate remedy at law, that it will not be possible to measure damages
         for such injuries precisely and that, in the event of any such failure,
         the Initial Purchasers or any Holder may obtain such relief as may be
         reasonably required to specifically enforce the Company's or such
         Guarantor's obligations under Section 2(a) and Section 2(b) hereof.

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         3. Registration Procedures.

         In connection with the obligations of the Company and the Guarantors
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:

                  (a) prepare and file with the SEC a Registration Statement on
         the appropriate form under the 1933 Act, which form (x) shall be
         selected by the Company and the Guarantors and (y) shall, in the case
         of a Shelf Registration, be available for the sale of the Registrable
         Securities by the selling Holders thereof and (z) shall comply as to
         form in all material respects with the requirements of the applicable
         form and include all financial statements required by the SEC to be
         filed therewith, and use their best efforts to cause such Registration
         Statement to become effective and remain effective in accordance with
         Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and post-
         effective amendments to each Registration Statement as may be necessary
         to keep such Registration Statement effective for the applicable period
         and cause each Prospectus to be supplemented by any required prospectus
         supplement and, as so supplemented, to be filed pursuant to Rule 424
         under the 1933 Act; to keep each Prospectus current during the period
         described under Section 4(3) and Rule 174 under the 1933 Act that is
         applicable to transactions by brokers or dealers with respect to the
         Registrable Securities or Exchange Securities;

                  (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Initial
         Purchasers, to counsel for the Holders and to each Underwriter of an
         Underwritten Offering of Registrable Securities, if any, without
         charge, as many copies of each Prospectus, including each preliminary
         Prospectus, and any amendment or supplement thereto and such other
         documents as such Holder or Underwriter may reasonably request, in
         order to facilitate the public sale or other disposition of the
         Registrable Securities; and the Company and the Guarantors consent to
         the use of such Prospectus and any amendment or supplement thereto in
         accordance with applicable law by each of the selling Holders of
         Registrable Securities and any such Underwriters in connection with the
         offering and sale of the Registrable Securities covered by and in the
         manner described in such Prospectus or any amendment or supplement
         thereto in accordance with applicable law;

                  (d) use their best efforts to register or qualify the
         Registrable Securities under all applicable state securities or "BLUE
         SKY" laws of such

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         jurisdictions as any Holder of Registrable Securities covered by a
         Registration Statement shall reasonably request in writing by the time
         the applicable Registration Statement is declared effective by the SEC,
         to cooperate with such Holders in connection with any filings required
         to be made with the National Association of Securities Dealers, Inc.
         and do any and all other acts and things which may be reasonably
         necessary or advisable to enable such Holder to consummate the
         disposition in each such jurisdiction of such Registrable Securities
         owned by such Holder; provided, however, that neither the Company nor
         any Guarantor shall be required to (i) qualify as a foreign corporation
         or as a dealer in securities in any jurisdiction where it would not
         otherwise be required to qualify but for this Section 3(d), (ii) file
         any general consent to service of process or (iii) subject itself to
         taxation in any such jurisdiction if it is not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Securities, counsel for the Holders and counsel for the
         Initial Purchasers promptly and, if requested by any such Holder or
         counsel, confirm such advice in writing (i) when a Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company or any
         Guarantor contained in any underwriting agreement, securities sales
         agreement or other similar agreement, if any, relating to the offering
         cease to be true and correct in all material respects or if the Company
         or any Guarantor receives any notification with respect to the
         suspension of the qualification of the Registrable Securities for sale
         in any jurisdiction or the initiation of any proceeding for such
         purpose, (v) of the happening of any event during the period a Shelf
         Registration Statement is effective which makes any statement made in
         such Registration Statement or the related Prospectus untrue in any
         material respect or which requires the making of any changes in such
         Registration Statement or Prospectus in order to make the statements
         therein not misleading and (vi) of any determination by the Company or
         any Guarantor that a post-effective amendment to a Registration
         Statement would be appropriate;

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                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing the Registrable
         Securities to be sold that are free of any restrictive legends and
         enable such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders may reasonably request at least one
         business day prior to the closing of any sale of Registrable
         Securities;

                  (i) in the case of a Shelf Registration, upon the occurrence
         of any event contemplated by Section 3(e)(v) hereof, use their best
         efforts to prepare and file with the SEC a supplement or post-effective
         amendment to a Registration Statement or the related Prospectus or any
         document incorporated therein by reference or file any other required
         document so that, as thereafter delivered to the purchasers of the
         Registrable Securities, such Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading. The Company and the Guarantors
         agree to notify the Holders with instructions to suspend use of the
         Prospectus as promptly as practicable after the occurrence of such an
         event, (provided that the Company is not required to specify the nature
         of the event giving rise to the notice requirement hereunder) and the
         Holders hereby agree to suspend use of the Prospectus until the Company
         and the Guarantors have amended or supplemented the Prospectus to
         correct such misstatement or omission;

                  (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement or a Prospectus
         after the initial filing of a Registration Statement, provide copies of
         such document to the Initial Purchasers and their counsel (and, in the
         case of a

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         Shelf Registration Statement, the Holders and their counsel) and make
         such of the representatives of the Company and the Guarantors as shall
         be reasonably requested by the Initial Purchasers or their counsel
         (and, in the case of a Shelf Registration Statement, the Holders or
         their counsel) available for discussion of such document, and shall not
         at any time file or make any amendment to the Registration Statement,
         any Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Initial Purchasers and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the Initial
         Purchasers or their counsel (and, in the case of a Shelf Registration
         Statement, the Holders or their counsel) shall reasonably object;

                  (k) obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement;

                  (l) cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Securities or Registrable Securities, as
         the case may be, cooperate with the Trustee and the Holders to effect
         such changes to the Indenture as may be required for the Indenture to
         be so qualified in accordance with the terms of the TIA and execute,
         and use their best efforts to cause the Trustee to execute, all
         documents as may be required to effect such changes and all other forms
         and documents required to be filed with the SEC to enable the Indenture
         to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, make available for
         inspection by a representative of the Holders of the Registrable
         Securities, any Underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and such attorneys and
         accountants as are designated by the Holders, at reasonable times and
         in a reasonable manner, all financial and other records, pertinent
         documents and properties of the Company and the Guarantors, and cause
         the respective officers, directors and employees of the Company and the
         Guarantors to supply all information reasonably requested by any such
         representative, Underwriter, attorney or accountant in connection with
         a Shelf Registration Statement; provided that such persons shall first
         agree in writing with the Company that any information that is
         reasonably and in good faith designated by the Company in writing as
         confidential at the time of delivery of such

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         information shall be kept confidential by such persons unless (i)
         disclosure of such information is required by court or administrative
         order or is necessary to respond to inquiries of regulatory
         authorities, (ii) disclosure of such information is required by law
         (including any disclosure requirements pursuant to Federal securities
         laws in connection with the filing of the Shelf Registration Statement
         or the use of any Prospectus), (iii) such information becomes generally
         available to the public other than as a result of disclosure or failure
         to safeguard by any such person, or (iv) such information becomes
         available to any such person from a source other than the Company and
         such source is not bound by a confidentiality agreement or other
         obligation not to disclose such information;

                  (n) in the case of a Shelf Registration, use their best
         efforts to cause all Registrable Securities to be listed on any
         securities exchange or any automated quotation system on which similar
         securities issued by the Company and the Guarantors are then listed if
         requested by the Majority Holders, to the extent such Registrable
         Securities satisfy applicable listing requirements;

                  (o) use their best efforts to cause the Exchange Securities or
         Registrable Securities, as the case may be, to be rated by two
         nationally recognized statistical rating organizations (as such term is
         defined in Rule 436(g)(2) under the 1933 Act);

                  (p) if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Company or any Guarantor has received notification of the matters
         to be incorporated in such filing; and

                  (q) in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those reasonably requested by the Holders of a
         majority of the Registrable Securities being sold) in order to expedite
         or facilitate the disposition of such Registrable Securities including,
         but not limited to, an Underwritten Offering and in such connection,
         (i) to the extent possible, make such representations and warranties to
         the Holders and any Underwriters of such Registrable Securities with
         respect to the business of the Company, the Guarantors and their
         respective subsidiaries, the Registration Statement, Prospectus and
         documents incorporated by

                                       13
<PAGE>   15
         reference or deemed incorporated by reference therein, if any, in each
         case, in form, substance and scope as are customarily made by issuers
         to underwriters in underwritten offerings and confirm the same if and
         when requested, (ii) obtain opinions of counsel to the Company and the
         Guarantors (which counsel and opinions, in form, scope and substance,
         shall be reasonably satisfactory to the Holders and such Underwriters
         and their respective counsel) addressed to each selling Holder and
         Underwriter of Registrable Securities, covering the matters customarily
         covered in opinions requested in underwritten offerings, (iii) obtain
         "COLD COMFORT" letters from the independent certified public
         accountants of the Company and the Guarantors (and, if necessary, any
         other certified public accountant of any subsidiary of the Company or
         any Guarantor, or of any business acquired by the Company or any
         Guarantor for which financial statements and financial data are or are
         required to be included in the Registration Statement) addressed to
         each selling Holder and Underwriter of Registrable Securities, such
         letters to be in customary form and covering matters of the type
         customarily covered in "COLD COMFORT" letters in connection with
         underwritten offerings, and (iv) deliver such documents and
         certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Securities being sold
         or the Underwriters, and which are customarily delivered in
         underwritten offerings, to evidence the continued validity of the
         representations and warranties of the Company and the Guarantors made
         pursuant to clause (i) above and to evidence compliance with any
         customary conditions contained in an underwriting agreement.

         In the case of a Shelf Registration Statement, the Company and the
Guarantors may require each Holder of Registrable Securities to furnish to them
such information regarding the Holder and the proposed distribution by such
Holder of such Registrable Securities as they may from time to time reasonably
request in writing. No Holder of Registrable Securities shall be entitled to any
additional interest thereon pursuant to Section 2(d) unless and until such
Holder shall have provided all such information which is required by the 1933
Act or rules or regulations of the SEC to be included in the Shelf Registration
Statement prior to the time it is declared effective.

         In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice (a "BLOCKAGE NOTICE") from the Company or any
Guarantor of

         (x)      the happening of any event of the kind described in Section
                  3(e)(v) hereof, or

                                       14
<PAGE>   16
         (y)      the determination by the Company and the Guarantors that, in
                  their reasonable best judgment and upon written advice of
                  counsel, the continued effectiveness and use of the Shelf
                  Registration Statement would require the disclosure of
                  confidential information or interfere with any financing,
                  acquisition, reorganization or other material transaction
                  involving the Company,

such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(i) hereof
(or a notice from the Company that such Holder may resume use of the existing
Prospectus), and, if so directed by the Company or such Guarantor, such Holder
will deliver to the Company or such Guarantor (at its expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company or any Guarantor shall give any such
notice to suspend the disposition of Registrable Securities pursuant to a
Registration Statement, the Company and the Guarantors shall extend the period
during which the Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the
date of the giving of such notice to and including the date when the Holders
shall have (x) received copies of the supplemented or amended Prospectus
necessary to resume such dispositions or (y) a notice permitting use of the
existing Prospectus. The Company may give any such notice only twice during any
365 day period and any such suspensions may not exceed 30 days for each
suspension and there may not be more than two suspensions in effect during any
365 day period.

         The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

         4. Participation of Broker-Dealers in Exchange Offer.

                  (a) The Staff of the SEC has taken the position that any
         broker-dealer that receives Exchange Securities for its own account in
         the Exchange Offer in exchange for Securities that were acquired by
         such broker-dealer as a result of market-making or other trading
         activities (a "PARTICIPATING BROKER-DEALER"), may be deemed to be an
         "UNDERWRITER" within the meaning of the 1933 Act and must deliver a
         prospectus meeting

                                       15
<PAGE>   17
         the requirements of the 1933 Act in connection with any resale of such
         Exchange Securities.

                       The Company and the Guarantors understand that it is the
         Staff's position that if the Prospectus contained in the Exchange Offer
         Registration Statement includes a plan of distribution containing a
         statement to the above effect and the means by which Participating
         Broker-Dealers may resell the Exchange Securities, without naming the
         Participating Broker-Dealers or specifying the amount of Exchange
         Securities owned by them, such Prospectus may be delivered by
         Participating Broker-Dealers to satisfy their prospectus delivery
         obligation under the 1933 Act in connection with resales of Exchange
         Securities for their own accounts, so long as the Prospectus otherwise
         meets the requirements of the 1933 Act.

                  (b) In light of the above, notwithstanding the other
         provisions of this Agreement, the Company and the Guarantors agree that
         the provisions of this Agreement as they relate to a Shelf Registration
         shall also apply to an Exchange Offer Registration to the extent, and
         with such reasonable modifications thereto as may be, reasonably
         requested by the Initial Purchasers or by one or more Participating
         Broker-Dealers, in each case as provided in clause (ii) below, in order
         to expedite or facilitate the disposition of any Exchange Securities by
         Participating Broker-Dealers consistent with the positions of the Staff
         recited in Section 4(a) above; provided that:

                           (i) the Company and the Guarantors shall not be
                  required to amend or supplement the Prospectus contained in
                  the Exchange Offer Registration Statement, as would otherwise
                  be contemplated by Section 3(i), for a period exceeding 180
                  days after the last Exchange Date (as such period may be
                  extended pursuant to the penultimate paragraph of Section 3 of
                  this Agreement) and Participating Broker-Dealers shall not be
                  authorized by the Company and the Guarantors to deliver and
                  shall not deliver such Prospectus after such period in
                  connection with the resales contemplated by this Section 4;
                  and

                           (ii) the application of the Shelf Registration
                  procedures set forth in Section 3 of this Agreement to an
                  Exchange Offer Registration, to the extent not required by the
                  positions of the Staff of the SEC or the 1933 Act and the
                  rules and regulations thereunder, will be in conformity with
                  the reasonable request in writing to the Company and the
                  Guarantors by the Initial

                                       16
<PAGE>   18
                  Purchasers or with the reasonable request in writing to the
                  Company and the Guarantors by one or more broker-dealers who
                  certify to the Initial Purchasers, the Company and the
                  Guarantors in writing that they anticipate that they will be
                  Participating Broker- Dealers; and provided further that, in
                  connection with such application of the Shelf Registration
                  procedures set forth in Section 3 to an Exchange Offer
                  Registration, the Company and the Guarantors shall be
                  obligated (x) to deal only with one entity representing the
                  Participating Broker-Dealers, which shall be Credit Suisse
                  First Boston Corporation unless it elects not to act as such
                  representative, in which case it shall be the entity chosen by
                  the consent of a majority of the Participating Broker-Dealers,
                  (y) to pay the fees and expenses of only one counsel
                  representing the Participating Broker-Dealers, which shall be
                  counsel to the Initial Purchasers unless such counsel elects
                  not to so act, in which case it shall be the counsel chosen by
                  the consent of a majority of the Participating Broker-Dealers
                  and (z) to cause to be delivered only one, if any, "COLD
                  COMFORT" letter with respect to the Prospectus in the form
                  existing on the last Exchange Date and with respect to each
                  subsequent amendment or supplement, if any, effected during
                  the period specified in clause (i) above.

                  (c) The Initial Purchasers shall have no liability to the
         Company, the Guarantors or any Holder with respect to any good faith
         request that they may make pursuant to Section 4(b) above.

         5. Indemnification and Contribution.

                  (a) The Company and the Guarantors agree, jointly and
         severally, to indemnify and hold harmless the Initial Purchasers, each
         Holder and each Person, if any, who controls any Initial Purchaser or
         any Holder within the meaning of either Section 15 of the 1933 Act or
         Section 20 of the 1934 Act, or is under common control with, or is
         controlled by, any Initial Purchaser or any Holder, from and against
         all losses, claims, damages and liabilities (including, without
         limitation, any legal or other expenses reasonably incurred by the
         Initial Purchaser any Holder or any such controlling or affiliated
         Person in connection with defending or investigating any such action or
         claim) caused by any untrue statement or alleged untrue statement of a
         material fact contained in any Registration Statement (or any amendment
         thereto) pursuant to which Exchange Securities or Registrable
         Securities were registered under the 1933 Act, including all documents
         incorporated therein by reference, or caused by any omission or alleged
         omission to state therein a material fact required

                                       17
<PAGE>   19
         to be stated therein or necessary to make the statements therein, in
         light of the circumstances under which they were made, not misleading,
         or caused by any untrue statement or alleged untrue statement of a
         material fact contained in any Prospectus (as amended or supplemented
         if the Company or any Guarantor shall have furnished any amendments or
         supplements thereto), or caused by any omission or alleged omission to
         state therein a material fact necessary to make the statements therein
         in light of the circumstances under which they were made not
         misleading, except insofar as such losses, claims, damages or
         liabilities are caused by any such untrue statement or omission or
         alleged untrue statement or omission in reliance upon and in conformity
         with written information furnished to the Company by any Initial
         Purchaser or any selling Holder expressly for use therein; provided
         that the Company and the Guarantors shall not be liable to any Initial
         Purchaser, any Holder or any such controlling or affiliated Person with
         respect to any Initial Purchaser or Holder to the extent that any such
         losses, claims, damages or liabilities (the "LOSSES") arise out of or
         are based upon an untrue statement or alleged untrue statement of
         material fact or omission or alleged omission if either (A)(i) such
         Initial Purchaser or Holder was required by law to send or deliver, and
         failed to send or deliver, a copy of the Prospectus with or prior to
         delivery of written confirmation of the sale by such Initial Purchaser
         or Holder to the person asserting the claims from which such Losses
         arise and (ii) the Prospectus made available by the Company prior to
         the time of delivery of such confirmation would have corrected such
         untrue statement or alleged untrue statement or omission or alleged
         omission or (B)(i) such Holder disposed of Registrable Securities to
         the person asserting the claim from which such Losses arise pursuant to
         a Registration Statement and sent or delivered, or was required by law
         to send or deliver, a Prospectus to such person in connection with such
         disposition and (ii) such Holder received a Blockage Notice or a notice
         from the Company of the happening of an event of the kind described in
         Section 3(e)(iii) in writing prior to execution and delivery of a
         contract for such disposition. In connection with any Underwritten
         Offering permitted by Section 3, the Company and the Guarantors will
         also indemnify the Underwriters, if any, selling brokers, dealers and
         similar securities industry professionals participating in the
         distribution, their officers and directors and each Person who controls
         such Persons (within the meaning of the 1933 Act and the 1934 Act) to
         the same extent as provided above with respect to the indemnification
         of the Holders, if requested in connection with any Registration
         Statement.

                  (b) Each Holder agrees, severally and not jointly, to
         indemnify and hold harmless the Company and the Guarantors, the Initial
         Purchasers and the other selling Holders, and each of their respective
         directors,

                                       18
<PAGE>   20
         officers who sign the Registration Statement and each Person, if any,
         who controls the Company or any Guarantor, any Initial Purchaser and
         any other selling Holder within the meaning of either Section 15 of the
         1933 Act or Section 20 of the 1934 Act to the same extent as the
         foregoing indemnity from the Company and the Guarantors to the Initial
         Purchasers and the Holders, but only with reference to any untrue
         statement or alleged untrue statement of a material fact contained in
         any Registration Statement (or any amendment thereto) pursuant to which
         Exchange Securities or Registrable Securities were registered under the
         1933 Act, including all documents incorporated therein by reference, or
         caused by any omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading, or caused by any untrue statement or alleged untrue
         statement of a material fact contained in any Prospectus (or any
         amendment or supplement thereto), or caused by any omission or alleged
         omission to state therein a material fact necessary to make the
         statements therein in light of the circumstances under which they were
         made not misleading, made in reliance upon and in conformity with
         written information furnished to the Company by such Holder expressly
         for use therein.

                  (c) In case any proceeding (including any governmental
         investigation) shall be instituted involving any Person in respect of
         which indemnity may be sought pursuant to either paragraph (a) or
         paragraph (b) above, such Person (the "INDEMNIFIED PARTY") shall
         promptly notify the Person against whom such indemnity may be sought
         (the "INDEMNIFYING PARTY") in writing; provided that the failure to so
         notify the indemnifying party (i) will not relieve it from liability
         under paragraphs (a) and (b) above unless and to the extent it did not
         otherwise learn of such action and such failure results in the
         forfeiture by the indemnifying party of substantial rights and defenses
         and (ii) will not, in any event, relieve the indemnifying party from
         any obligations to any indemnified party other than the indemnification
         obligations provided in paragraph (a) or (b) above. In case any such
         action is brought against any indemnified party, the indemnifying party
         will be entitled to participate therein and, to the extent that it may
         wish, jointly with any other indemnifying party, to assume the defense
         thereof, with counsel satisfactory to such indemnified party (who shall
         not, except with the consent of the indemnified party, be counsel to
         the indemnifying party), and after notice from the indemnifying party
         to such indemnified party of its election so to assume the defense
         thereof, the indemnifying party will not be liable to such indemnified
         party under this Section for any legal or other expenses subsequently
         incurred by such indemnified party in connection with the defense
         thereof other

                                       19
<PAGE>   21
         than reasonable costs of investigation. It is understood that the
         indemnifying party shall not, in connection with any proceeding or
         related proceedings in the same jurisdiction, be liable for (A) the
         fees and expenses of more than one separate firm (in addition to any
         local counsel) for the Initial Purchasers and all Persons, if any, who
         control any Initial Purchaser within the meaning of either Section 15
         of the 1933 Act or Section 20 of the 1934 Act, (B) the fees and
         expenses of more than one separate firm (in addition to any local
         counsel) for the Company and the Guarantors, their respective
         directors, officers who sign the Registration Statement and each
         Person, if any, who controls the Company or any Guarantor within the
         meaning of either such Section and (C) the fees and expenses of more
         than one separate firm (in addition to any local counsel) for all
         Holders and all Persons, if any, who control any Holders within the
         meaning of either such Section, and that all such fees and expenses
         shall be reimbursed as they are incurred. In such case involving the
         Initial Purchasers and Persons who control the Initial Purchasers, such
         firm shall be designated in writing by Credit Suisse First Boston
         Corporation. In such case involving the Holders and such Persons who
         control Holders, such firm shall be designated in writing by the
         Majority Holders. In all other cases, such firm shall be designated by
         the Company. The indemnifying party shall not be liable for any
         settlement of any proceeding effected without its written consent but,
         if settled with such consent or if there be a final judgment for the
         plaintiff, the indemnifying party agrees to indemnify the indemnified
         party from and against any loss or liability by reason of such
         settlement or judgment. No indemnifying party shall, without the prior
         written consent of the indemnified party, effect any settlement of any
         pending or threatened proceeding in respect of which such indemnified
         party is or could have been a party and indemnity could have been
         sought hereunder by such indemnified party, unless such settlement
         includes an unconditional release of such indemnified party from all
         liability on claims that are the subject matter of such proceeding and
         does not include a statement as to or an admission of fault,
         culpability or failure to act by or on behalf of any indemnified party.

                  (d) If the indemnification provided for in paragraph (a) or
         paragraph (b) of this Section 5 is unavailable to an indemnified party
         or insufficient in respect of any losses, claims, damages or
         liabilities, then each indemnifying party under such paragraph, in lieu
         of indemnifying such indemnified party thereunder, shall contribute to
         the amount paid or payable by such indemnified party as a result of
         such losses, claims, damages or liabilities in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party or
         parties on the one hand and of the indemnified party or parties on the
         other hand in connection with the

                                       20
<PAGE>   22
         statements or omissions that resulted in such losses, claims, damages
         or liabilities, as well as any other relevant equitable considerations.
         The relative fault of the Company and the Guarantors, on the one hand,
         and the Holders, on the other hand, shall be determined by reference
         to, among other things, whether the untrue or alleged untrue statement
         of a material fact or the omission or alleged omission to state a
         material fact relates to information supplied by the Company or any
         Guarantor or by the Holders and the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement or omission. The Holders' respective obligations to
         contribute pursuant to this Section 5(d) are several in proportion to
         the respective principal amount of Registrable Securities of such
         Holder that were registered pursuant to a Registration Statement.

                  (e) The Company, each Guarantor and each Holder agree that it
         would not be just or equitable if contribution pursuant to this Section
         5 were determined by pro rata allocation or by any other method of
         allocation that does not take account of the equitable considerations
         referred to in paragraph (d) above. The amount paid or payable by an
         indemnified party as a result of the losses, claims, damages and
         liabilities referred to in paragraph (d) above shall be deemed to
         include, subject to the limitations set forth above, any legal or other
         expenses reasonably incurred by such indemnified party in connection
         with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 5, no Holder shall be
         required to indemnify or contribute any amount in excess of the amount
         by which the total price at which Registrable Securities were sold by
         such Holder exceeds the amount of any damages that such Holder has
         otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission. No Person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the 1933 Act) shall be entitled to contribution from any Person who was
         not guilty of such fraudulent misrepresentation. The remedies provided
         for in this Section 5 are not exclusive and shall not limit any rights
         or remedies which may otherwise be available to any indemnified party
         at law or in equity.

         The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company and the Guarantors,
their officers or directors or any Person controlling the Company or any
Guarantor,

                                       21
<PAGE>   23
(iii) acceptance of any of the Exchange Securities and (iv) any sale of
Registrable Securities pursuant to a Shelf Registration Statement.

         6. Miscellaneous.

                  (a) No Inconsistent Agreements. Neither the Company nor any
         Guarantor has entered into, and on or after the date of this Agreement
         will enter into, any agreement which is inconsistent with the rights
         granted to the Holders of Registrable Securities in this Agreement or
         otherwise conflicts with the provisions hereof. The rights granted to
         the Holders hereunder do not in any way conflict with and are not
         inconsistent with the rights granted to the holders of other issued and
         outstanding securities of the Company or any Guarantor under any such
         agreements.

                  (b) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given unless the Company and the
         Guarantors have obtained the written consent of Holders of at least a
         majority in aggregate principal amount of the outstanding Registrable
         Securities affected by such amendment, modification, supplement, waiver
         or consent; provided, however, that no amendment, modification,
         supplement, waiver or consent to any departure from the provisions of
         Section 5 hereof shall be effective as against any Holder of
         Registrable Securities unless consented to in writing by such Holder.

                  (c) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         registered first-class mail, telecopier, or any courier guaranteeing
         overnight delivery (i) if to a Holder, at the most current address
         given by such Holder to the Company by means of a notice given in
         accordance with the provisions of this Section 6(c), which address
         initially is, with respect to the Initial Purchasers, the address set
         forth in the Purchase Agreement; and (ii) if to the Company and the
         Guarantors, initially at the Company's address set forth in the
         Purchase Agreement and thereafter at such other address, notice of
         which is given in accordance with the provisions of this Section 6(c).

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery.

                                       22
<PAGE>   24
         Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

                  (d) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors, assigns and transferees
         of each of the parties, including, without limitation and without the
         need for an express assignment, subsequent Holders; provided that
         nothing herein shall be deemed to permit any assignment, transfer or
         other disposition of Registrable Securities in violation of the terms
         of the Purchase Agreement. If any transferee of any Holder shall
         acquire Registrable Securities, in any manner, whether by operation of
         law or otherwise, such Registrable Securities shall be held subject to
         all of the terms of this Agreement, and by taking and holding such
         Registrable Securities such Person shall be conclusively deemed to have
         agreed to be bound by and to perform all of the terms and provisions of
         this Agreement and such Person shall be entitled to receive the
         benefits hereof. The Initial Purchasers (in their capacity as Initial
         Purchasers) shall have no liability or obligation to the Company or the
         Guarantors with respect to any failure by a Holder to comply with, or
         any breach by any Holder of, any of the obligations of such Holder
         under this Agreement.

                  (e) Purchases and Sales of Securities. The Company and the
         Guarantors shall not, and shall use their best efforts to cause their
         respective affiliates (as defined in Rule 405 under the 1933 Act) not
         to, purchase and then resell or otherwise transfer any Securities which
         constitute "restricted securities" under Rule 144 under the 1933 Act
         except pursuant to an effective registration statement under the 1933
         Act.

                  (f) Third Party Beneficiary. The Holders shall be third party
         beneficiaries to the agreements made hereunder between the Company and
         the Guarantors, on the one hand, and the Initial Purchasers, on the
         other hand, and shall have the right to enforce such agreements
         directly to the extent it deems such enforcement necessary or advisable
         to protect its rights or the rights of Holders hereunder.

                  (g) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                                       23
<PAGE>   25
                  (h) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (i) Governing Law. This Agreement shall be governed by the
         laws of the State of New York.

                  (j) Severability. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstance, is held invalid, illegal or unenforceable, the validity,
         legality and enforceability of any such provision in every other
         respect and of the remaining provisions contained herein shall not be
         affected or impaired thereby.


                                       24
<PAGE>   26
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                 CENTURY ALUMINUM COMPANY


                                 By:______________________________________
                                    Name:
                                    Title:


                                 CENTURY ALUMINUM OF
                                 WEST VIRGINIA, INC.,
                                       as a Guarantor

                                 By:______________________________________
                                    Name:
                                    Title:

                                 BERKELEY ALUMINUM, INC.,
                                       as a Guarantor


                                 By:______________________________________
                                    Name:
                                    Title:

                                 CENTURY OF KENTUCKY, INC.,
                                       as a Guarantor



                                 By:______________________________________
                                    Name:
                                    Title:


                                       25
<PAGE>   27
                                 VIRGIN ISLANDS ALUMINA
                                 CORPORATION, LLC.,
                                       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:


                                       26
<PAGE>   28
Confirmed and accepted as of the date first above written:

CREDIT SUISSE FIRST BOSTON CORPORATION
FLEET SECURITIES, INC.


By: Credit Suisse First Boston Corporation


By:_____________________________________________
   Name:
   Title:



                                       27