exhibit10_5.htm


    
EXHIBIT
10.5

     

    
 

    Century
Aluminum Company

    2511
Garden Road

    Building
A

    Suite
200

    Monterey,
CA 93940

    United States of America

    


    


    Monterey,
California 8 April 2008

    


    
      SELLER’S
SALES CONTRACT No. 161.07.xxxx-S

    

    
      BUYER’S
PURCHASE CONTRACT No. XXXXXXXXX

    

    


    This
Agreement is made as of 8 April 2008 (the “Effective Date”) between
Century Aluminum Company, 2511 Garden Road, Building A, Suite 200, Monterey, CA
93940, USA (the “Buyer”) and GLENCORE AG, Baarermattstrasse
3, CH-6341, Baar, Switzerland (the “Seller”).

    


    
      	
              1.

            	
              SCOPE
      OF THE AGREEMENT

            


    

    


    Seller
agrees to sell Alumina and Buyer agrees to buy Alumina on the terms and conditions set out
below.

    


    
      	
              2.

            	
              DEFINITIONS

            


    

    


    1
ton                                                      1
metric ton or 1000 kilograms or 2204.62
lbs.

    


    US$ and
cents                                                                Means
the lawful currency of the United States of America.

    
      	
               
      

            	 


    

    
      	
              INCOTERMS
      2000

            	
              Means
      the publication entitled “ICC Official Rules for the Interpretation of
      Trade Terms – Incoterms 2000”, published by the International Chamber of
      Commerce (2000 edition).

            


    

    
      	
               
      

            	 


    

    
      	
              Alumina

            	
              Means
      sandy calcined metallurgical grade alumina from any one of the following
      source refineries at Seller’s option
      and any other mutually agreed source
      origins:

            


    

    


    
      	
              Alpart,
      Jamaica (*)

            	
              Corpus
      Christi, Texas (*)

            	
              Suralco,
      Surinam

            
	
              Jamalco,
      Jamaica (*)

            	
              Bauxilum,
      Venezuela

            	
              AoA,
      Australia

            
	
              Windalco,
      Jamaica (*)

            	
              Alunorte,
      Brazil

            	
              Worsley,
      Australia

            
	 
      	 
      	 
      


    

    


    (*) The
above designated Alumina shall not be permitted for delivery to Buyer's smelter
at Mt. Holly, South Carolina.  Buyer shall declare by latest 31
October of the year prior delivery what quantity of Alumina it intends to ship
to the Mt. Holly smelter. Buyer shall use its reasonable efforts to obtain
acceptance of Alpart, Jamalco and Windalco as an unconditional source of Alumina
prior to the commencement of the Contract and/or during the Term of the
Contract.

    


    
      	
              Banking
      Day

            	
              Means
      any day except a Saturday or Sunday on which banks in the City of New
      York, New York, United States of America are generally open for the
      conduct of business.

            


    


    
      
         


      

      
        - 1
-

         


      

      
         


      

    


    


    
      	
              Business
      Day

            	
              Means
      any day except a Saturday or Sunday on which banks in the City of New
      York, New York, United States of America are generally open for the
      conduct of business.

            


    

    


    Calendar
Month                                                                Refers
to a named month in the Gregorian calendar.

    
      	
               
      

            	 


    

    
      	
              Contract
      Period

            	
              Means
      (i) each Contract Year (except the last Contract Year) and (ii) the period
      commencing on the first day of the last Contract Year and ending on the
      last day of the Calendar Month in which this Agreement
      terminates.

            


    

    


    
      	
              Contract
      Year

            	
              Means
      2010 and each Year thereafter that falls (in whole or in part) within the
      Term of this Agreement.

            


    

    
      	
               
      

            	 


    

    
      	
              LME

            	
              Means
      the average daily 3 month and cash
      settlement price for high grade aluminium, as published in Platt’s
      Metals Week averaged over the Quotational
  Period.

            


    

    


    
      	
              Loss

            	
              Means, with respect to this Agreement an amount
      that a party reasonably determines in
      good faith to be its total losses and costs (or gain, in which case
      expressed as a negative number) in connection with this Agreement as the
      case may be, including any loss of bargain, cost of funding or, at the
      election of such party but without
      duplication, loss or cost incurred as a result of its terminating,
      liquidating, obtaining or re-establishing any hedge or related trading
      position (or any gain resulting from any of them). Loss includes losses
      and costs (or gains) in respect of any payment
      or delivery required to have been made (assuming satisfaction of any
      applicable condition precedent) on or before the date of determination of
      such loss and not made. Loss does not include a party’s legal
      fees.

            


    

    


    
      	
              Month
      of Actual Shipment

            	
              Means
      in respect of any shipment of Alumina the calendar month in which shipment
      takes place, as evidenced by the Bill
      of Lading date.

            


    

    
      	
               
      

            	 


    

    
      	
              Month
      of Scheduled Shipment

            	
              Means
      the calendar month in which the
      relevant shipment has been scheduled, as per clause 6
      below, or as otherwise agreed in writing between the
      parties.

            


    

    


    
      	
              Quantity

            	
              means
      the Quantity of Alumina to be delivered in each Contract Year in
      accordance with Clause 5.

            


    

    
      	
               
      

            	 


    

    
      	
              Quotational
      Period

            	
              Means
      the month prior to the Month of
      Scheduled Shipment.

            


    

    
      	
               
      

            	 


    

    
      	
              Year

            	
              Means
      a year in the Gregorian calendar, which shall commence on 1 January and end on 31
      December.

            


    

    


    
      	
              3.

            	
              TERM

            


    

    


    
      	
              3.1

            	
              The
      term of this Agreement (the “Term”) shall be from 1 January
      2010  until December 31, 2014 unless further extended or earlier
      terminated pursuant to the terms of this
  Agreement.

            


    


    
      
         


      

      
        - 2
-

         


      

      
         


      

    


    


    
      	
              4.

            	
              MATERIAL
      AND QUALITY

            


    

    


    
      	
              4.1

            	
              Alumina
      supplied under this Agreement will comply with the specifications for the
      applicable source refinery attached as per Annex 1.  If Seller’s
      supplier changes the specifications for alumina produced by such supplier,
      Seller may propose that Buyer accept Alumina conforming to such revised
      specifications under this Agreement and Buyer shall not unreasonably
      withhold or delay such consent.  Seller hereby warrants that Alumina delivered pursuant to this
      Agreement shall conform to the chemical and physical specifications set
      out in Annex 1 or such other specifications as are from time to time
      agreed between Buyer and Seller in writing (the
      “Specifications”).

            


    

    


    
      	
              4.2

            	
              Seller
      has the option to provide up to a
      maximum of four (4) Alumina sourced origins per Contract Year (defined as
      1 January – 31 December) with the origin(s) under each Contract Year to be
      declared by the Seller no later than November 30th
      of the year prior to the Contract Year in question (“Supply Campaigns”).
      Seller acknowledges that the use of multiple origins may have financial
      and operational impacts on Buyer. Accordingly, Seller and Buyer agree to
      use their reasonable efforts to establish a mutually acceptable shipping
      schedule that avoids to a practicable extent financial and operational
      impact to either party. Seller shall use its reasonable efforts to provide
      Buyer with a continuous origin supply of Alumina for a minimum of 3 months
      to be used at each of the Buyer's individual
  smelters.

            


    

    


    
      	
              4.3

            	
              If
      at any time during the “”Term”” of this Agreement a particular alumina
      source nominated and/or used in the alumina to aluminium conversion
      process adversely impacts Buyer’s ability to convert alumina into the
      aluminium quality required by Buyer and/or creates a legal or a
      governmental condition that adversely impacts the operating performance of
      a Buyer’s smelter(s) in part or in whole, Buyer and Seller agree to
      expeditiously work together to find a mutually acceptable
      solution.

            


    

    


    
      	
              4.4

            	
              Seller
      has the right to propose alternative Supply Campaigns after November
      30th
      which will be subject to review and
      acceptance by Buyer at its
      discretion, not to be unreasonably
      with held or delayed.

            


    

    


    
      	
              5.

            	
              QUANTITY

            


    

    


    
      	
              5.1

            	
              The
      following quantities of Alumina shall be delivered under each Contract
      Year:

            


    

    


    
      	
              2010:

            	
              290'000
      MT

            
	
              2011:

            	
              365'000
      MT

            
	
              2012:

            	
              450'000
      MT

            
	
              2013:

            	
              450'000
      MT

            
	
              2014:

            	
              730'000
      MT

            


    

    


    
      	
              5.2

            	
              The
      Quantity of Alumina deliverable in any given year shall be subject to a
      +/- 5 percent tolerance in Buyer's option to be declared by no later than
      30 November of the year prior to the Contract Year in
      question.

            


    

     

    
      	
              6.

            	
              SHIPMENT

            


    

    


    
      	
              6.1

            	
              Not
      later than 60 days prior to the
      beginning of each Contract Year, Buyer shall notify Seller in writing of the amount of Alumina
      which Buyer expects to require for delivery in each Month during the
      Contract Period, which notice shall include a proposed vessel loading
      schedule for such Contract Year (the “Proposed Vessel Loading Schedule”)
      as well as the amount of Alumina scheduled to be delivered to each of the
      Buyer's individual smelters.

            


    


    
      
         


      

      
        - 3
-

         


      

      
         


      

    


    


    
      	
              6.2

            	
              The
      Proposed Vessel Loading Schedule shall
specify:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      total number of shipments for the relevant Contract Year, each shipment
      numbered from one onwards
consecutively;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Month of Scheduled Shipment required for each individual
      smelter;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      quantity (lot size) of Alumina to be supplied by Seller and accepted by
      Buyer for each such shipment for each individual smelter;
    and

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      preliminary laydays for each shipment
      for each individual smelter.

            


    

    


    
      	
              6.3

            	
              Each
      Proposed Vessel Loading Schedule is subject to Seller’s approval, which shall not be unreasonably withheld
      or delayed.

            


    

    


    
      	
              6.4

            	
              Buyer
      and Seller are to mutually agree on a Vessel
      Loading Schedule by no later than 15th December of the year prior to the Contract Period in
      question.  Once approved, the Vessel Loading Schedule shall be final and
      binding on both parties (the “Final Vessel Loading
      Schedule”).  The Final Vessel Loading Schedule shall not be
      amended unless agreed in writing by both the
      Seller and Buyer.

            


    

    


    
      	
              6.5

            	
              The
      shipments, shall be in lot sizes of between 25,000 – 35,000 MT and are to
      be approximately evenly distributed over each Contract
      Year.  Final lot sizes shall be adjusted to reflect the physical
      limitations of the loading port for the origin and or origins declared for
      the Contract Year in question. In the event of delivery from Corpus the
      lot sizes are to be between a minimum of 13,000  and a maximum
      of 30,000MT to be mutually agreed by 15th December of the year prior to
      the Contract Period in question.

            


    

    


    
      	
              6.6

            	
              Each
      individual  lifting will, for shipping purposes, be subject to a
      +/- 5 percent tolerance with the final shipment in any given Contract Year
      adjusted to reflect the balance Alumina declared under clause 5
above.

            


    

    


    
      	
              7.

            	
              PACKING

            


    

    


    
      	
              7.1

            	
              In
      Bulk

            


    

    


    
      	
              8.

            	
              DELIVERY

            


    

    


    
      	
              8.1

            	
              FOB
      Spout Trimmed (“FOB ST”) at the load port of the respective source
      refinery.  All vessels provided shall be suitable for loading
      and/or discharging and in conformity with the restrictions and limitations
      at the respective load ports and / or discharge ports at the time of
      shipping.

            


    

    


    
      	
              9.

            	
              PRICE

            


    

    
      	
               
      

            	 


    

    
      	
              9.1

            	
              The
      price for the Alumina for each Calendar Year shall be calculated as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      Base Price of * percent of the
      LME per MT for 33.33 pct of the Quantity required in any given Contract
      Year and

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      Base Price equal to a percentage of the LME per MT for 66.67 pct of the
      Quantity required in any given Contract Year determined by negotiation
      between a Put and Call pricing range under which the Seller has the right
      to sell at * pct of the LME
      per MT and the Buyer has the right to buy at * pct of the LME
      per MT.  The applicable percentage shall be agreed between the
      Buyer and Seller by no later than November 15th of the year preceding the
      Contract Year in question.

            


    

     

     

    
      	
               
      

            	
              *

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

            


    


    
      
         


      

      
        - 4
-

         


      

      
         


      

    


     

    


     

    
      	
              9.2

            	
              If
      no agreement is reached by pursuant to clause 9.1(b)
      above and neither party
      exercises its right to either put or call
      by November 15th of the year preceding the Contract Year in
      question, then deliveries for the 66.67 pct of the Quantity required in
      any given Contract Year under the Agreement shall be suspended for that
      Contract Year in question and the Quantity shall be reduced to 33.33 pct
      of the Quantity for that Contract
Year.

            


    

     

    
      	
              9.3

            	
              If
      agreement is reached pursuant to
      clause 9.1(b) above, then each shipment of
      Alumina shall, subject to Clause 9.4, be invoiced on the basis of 33.33
      pct of the shipment is priced in accordance with Clause 9.1(a) and the
      balance priced in accordance with clause
9.1(b).

            


    

     

    
      	
              9.4

            	
              The
      Base Price of the Material in any Contract Year shall be based on the
      delivery of 50 pct of the material from Jamaica and 50 pct of the material
      from Brazil (Alunorte).  To the extent that Material delivered
      in any Contract Year is not distributed equally between Jamaica and Brazil
      then the excess Material shall be subject to the following per MT
      adjustment to the Base Price:

            


    

    


    
      	 
      	
              Jamaica

            	
              Brazil

            
	
              Corpus

            	
              *

            	
              *

            
	
              Venezuela

            	
              *

            	
              *

            
	
              Jamaica

            	
              *

            	
              *

            
	
              Brazil

            	
              *

            	
              *

            
	
              Australia

            	
              *

            	
              *

            
	
              Surinam

            	
              *

            	
              *

            


    

    


    
      	
               
      

            	
              *

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

            


    

    


    
      	
              9.5

            	
              In
      the event that Seller is unable to supply Buyer with Material from Sherwin
      to the extent that it is required by Buyer's smelter at Ravenswood, WV,
      then the base price shall be adjusted in Buyer’s favor to reflect the
      prevailing freight parity for the delivery year in question between
      Sherwin to Darrow , LA and Seller's alternatively declared Source Refinery
      to Darrow, LA.

            


    

    


    
      	
              10.

            	
              PAYMENT

            


    

    


    
      	
              10.1

            	
              Net
      30 days after Bill of Lading date by
      telegraphic transfer against presentation of the following standard
      shipping documents:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Seller’s
      commercial invoice in triplicate, calculated in accordance with clause
      9.

            


    

    
      	
               
      

            	
              (b)

            	
              Full
      set (3/3) of clean on board ocean Bills of Lading, made out To Order and
      Blank Endorsed, marked “Freight payable as per Charter
    Party”.

            


    

    
      	
               
      

            	
              (c)

            	
              Certificate
      of Weight in triplicate issued by an independent surveyor. 

            


    

    
      	
               
      

            	
              (d)

            	
              Certificate
      of Quality/Analysis in triplicate issued by the producer of the Alumina (the “Producer”).

            


    

    
      	
               
      

            	
              (e)

            	
              Certificate
      of Origin in triplicate issued by the Producer.

            


    

      

    
      	
              11.

            	
              FREIGHT

            


    

    


    
      	
              11.1

            	
              Buyer
      and Seller may agree by no later than November 30th of the Year prior
      to the Contract Year in question that Seller shall  sell to
      Buyer a contract of affreightment (“COA”) covering the delivery of
      Alumina.  The COA is to be concluded on terms and conditions to
      be agreed by Seller and Buyer whereby Seller or its nominee will sell freight to Buyer in
      addition to those obligations of Seller under this Agreement. 

            


    


    
      
         


      

      
        - 5
-

         


      

      
         


      

    


    


    
      	
              11.2

            	
              If
      Buyer and Seller mutually agree on a COA then the cost of the same will be
      added as a cost per Metric Ton to the Base Price as determined under
      clause 9 above for the Contract Year in
  question.

            


    

    


    
      	
              12.

            	
              LOADING
      CONDITIONS

            


    

    


    
      	
              12.1

            	
              The
      standard Producer terms and conditions at the time of shipment at the port
      of loading for the respective source refinery are to apply, including
      applicable charter party (“C/P”) demurrage and despatch rate at the time
      of the shipment. The current applicable standard Producer terms and
      conditions are attached as per Annex 2 Seller shall be responsible for
      promptly supplying to Buyer a copy of the load port requirements in the
      event that a change is made to those attached
  hereunder.

            


    

    


    
      	
              13.

            	
              INSURANCE

            


    

    


    
      	
              13.1

            	
              If
      Buyer and Seller agree that Seller shall
      sell a COA during the relevant Contract Year, then Seller shall be
      responsible for providing insurance from loading through to discharge port
      for the full CIF value, calculated in accordance with the terms of this
      Agreement against full risks in accordance with current Institute Marine Cargo Clauses (all risks) including
      War Risks and SRCC, average irrespective of percentage, with the addition
      of the customary 10% (ten percent).

            


    

    


    
      	
              13.2

            	
              In
      addition, Seller shall provide Buyer with an Original Insurance
      certificate in duplicate for 110% of invoice value covering All Risks, War
      Risks and SRCC Clauses.

            


    

    


    
      	
              13.3

            	
              The
      cost of the insurance will be added as a cost to the Base Price as
      determined under clause 9 above for the Contract Year in
      question.

            


    

    


    
      	
              14.

            	
              TITLE
      AND RISK

            


    

    


    
      	
              14.1

            	
              Title
      and risk will pass from Seller to
      Buyer when the Alumina passes over the ship’s rail at the port of
      loading.

            


    

    


    
      	
              15.

            	
              DETERMINATION
      OF WEIGHT

            


    

    


    
      	
              15.1

            	
              Seller
      shall, at its cost, arrange for the determination of the weight of the
      shipload at the load port by means of
      draft survey from an independent
      surveyor before commencement and after completion of loading and shall
      obtain a certificate of weight from an independent qualified marine
      surveyor.  The determined weight shall be reported on the Bill
      of Lading and for all purposes will be final, binding and conclusive as to
      the weight of the shipload.  Buyer shall have the right to have
      a representative present at such weight determination at Buyer’s
      expense.

            


    

    


    
      	
              16.

            	
              SAMPLING

            


    

    


    
      	
              16.1

            	
              Seller
      shall, at its cost, arrange for the Producer to take a bulk sample of the
      Alumina from the shipload in accordance with the Producer’s standard
      procedures and divide it into three (3) equal parts.  Each of
      those samples shall be placed in a sealed sample container.  A
      label showing Seller’s name, name of vessel, weight of the shipload and
      Bill of Lading date shall be affixed to each sample
      container.  One sample shall be delivered to Buyer (along with a
      report of the analysis), and two shall be retained by Seller or Producer, one for its own analysis and one
      for a referee analysis, in case such analysis is required by either party.
      Buyer shall have the right to have a representative present at such
      sampling at Buyer’s expense.

            


    


    
      
         


      

      
        - 6
-

         


      

      
         


      

    


    


    


    
      	
              17.

            	
              ANALYSIS

            


    

    


    
      	
              17.1

            	
              Seller
      shall, at its cost, arrange for analysis of its own alumina samples taken
      pursuant to Clause 16 above, in
      accordance with the Producer’s
      customary analysis procedures. Unless a referee analysis is carried out in
      accordance with Clause 18 below, Seller's
      sample analysis shall be final, binding and conclusive on the
      parties hereto.

            


    

    


    
      	
              17.2

            	
              The
      Alumina shall be deemed to conform to
      the applicable Specifications unless Buyer notifies Seller within 30
      (thirty) days of receipt of the Alumina that said Alumina does not conform
      to the Specifications and the nature of the
      non-conformity.  Within 14 (fourteen) days of receipt of any
      notice of non-conformity, Seller shall advise Buyer whether or not it
      accepts that the relevant Alumina does not conform with the applicable
      Specifications.

            


    

    


    
      	
              18.

            	
              REFEREE
      ANALYSIS

            


    

    


    
      	
              18.1

            	
              In
      case of disagreement between Buyer and Seller about the conformity of any Alumina supplied under this
      Agreement, then at the request of either party the sample retained
      by Seller/Producer for referee analysis shall be
      analysed in accordance with the Producer’s standard analysis procedures by
      a laboratory mutually agreed upon by the parties (or, failing agreement,
      Societe Generale de Surveillance SA), and the analysis of such laboratory
      shall be final, binding and conclusive on the parties. Each party shall be
      entitled (at its own cost) to be represented during such referee analysis.
      The cost of the said analysis will be borne by the party whose results
      differ most from those given by the referee
  laboratory.

            


    

    


    
      	
              19.

            	
              FAILURE
      TO MEET SPECIFICATIONS

            


    

    


    
      	
              19.1

            	
              If
      any Alumina delivered hereunder does not meet the Specifications (“Non-Conforming Alumina”),
      Buyer and Seller will endeavour to reach agreement on what actions should
      be taken with respect thereto.  If and to the extent that Buyer
      and Seller reach any agreement with respect to any action to be taken with
      respect to any Non-Conforming Alumina, the provisions of this Section
      shall be deemed to be modified accordingly (but only to the extent
      necessary to reflect such agreement and only in respect of such
      Non-Conforming
Alumina).  

            


    

    


    
      	
              19.2

            	
              In respect of
      any Non-Conforming Alumina delivered hereunder, Buyer shall have the
      option to: 

            


    

    


    
      	
               
      

            	
              (a)

            	
              nevertheless
      take delivery subject to payment to Buyer by Seller of compensation as
      hereinafter provided. The parties shall confer in an endeavour to agree
      upon the compensation to be paid to Buyer by Seller to compensate Buyer
      for any loss in value of the alumina attributable to the alumina not
      meeting the Specifications. If the parties are unable to agree upon an
      amount of compensation payable by Seller, the question shall be referred
      to arbitration pursuant to Clause 22 and in that arbitration the
      arbitrators shall be bound by the provisions of this clause and clauses 28 and 29 below; or
  

            


    

    


    
      	
               
      

            	
              (b)

            	
              promptly
      reject the Alumina by giving written notice to Seller. If Buyer elects to
      reject any Non-Conforming Alumina:

            


    

    


    
      	
               
      

            	
              (i)

            	
              title
      to such Non-Conforming Alumina shall revert to Seller on the date on which
      Buyer gives notice thereof; provided that risk of loss of such
      Non-Conforming Alumina shall remain with Buyer until Buyer ships disposes
      of or otherwise deals with the Non-Conforming Alumina as directed by and at the expense to Seller (acting
  reasonably);

            


    


    
      
         


      

      
        - 7
-

         


      

      
         


      

    


    


    


    
      	
               
      

            	
              (ii)

            	
              Seller
      shall refund any amount paid by Buyer for such Non-Conforming
      Alumina;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              upon
      receipt by Buyer of the amounts required pursuant to clause
      (iv) below, Buyer will ship, dispose
      of or otherwise deal with the Non-Conforming Alumina in such manner as may
      be directed by Seller (acting reasonably);
and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Seller shall pay Buyer
      for (i) all shipping, insurance and
      other out-of-pocket direct costs reasonably incurred or to be incurred and documented by Buyer in carrying out the
      directions of Seller; and (ii) the Replacement Losses if any, (as
      defined in clause 19.3 below) incurred by Buyer in procuring alumina
      from third parties as a substitute
      for Non-Conforming Alumina;
      or

            


    

    


    
      	
               
      

            	
              (c)

            	
              Seller
      and Buyer may agree for a replacement cargo to be delivered to Buyer on
      terms to be agreed.

            


    

    


    
      	
              19.3

            	
              “Replacement
      Losses” shall mean the excess, if any, of
      the purchase price,
      transportation, insurance and freight costs actually incurred by Buyer,
      acting reasonably, in procuring alumina from third parties as a substitute
      for the Non-Conforming Alumina and
      the purchase price,
      transportation, insurance and freight costs Buyer would have paid to obtain Alumina in accordance with the terms of
      this Agreement.  The precise
      amount payable in respect of Replacement Losses shall be
      determined (i) by Buyer acting
      reasonably, with a statement of such Losses and copies of calculations,
      invoices and the methodology in respect of Buyer’s determination of such
      Losses provided by Buyer in writing to Seller not later than the 30th
      day after the date on which such Alumina is finally determined to be
      Non-Conforming Alumina in accordance with this Agreement, and (ii)
      confirmed in writing by Seller within 10  Business Days of
      receipt, failing which either party may refer such determination to
      arbitration pursuant to Clause 22.

            


    

    


    
      	
              19.4

            	
              In
      respect of any Non-Conforming Alumina delivered hereunder, Buyer shall use its commercially reasonable efforts to utilize
      the remedy specified in Clause 19.2 (a) above. Should this remedy not be
      possible, despite Buyers best efforts to do so, then Buyer may elect one
      of the above remedies specified in Clause 19.2
      (b).   If Buyer fails to make any election under
      Clause 19.2 (a) or (b), the Non-Conforming Alumina shall be deemed for
      the purposes of this Agreement to
      meet the Specifications.

            


    

    


    
      	
              19.5

            	
              The
      remedies conferred on Buyer in respect of any Non-Conforming Alumina
      delivered hereunder shall be the sole and exclusive remedies of Buyer
      against Seller in respect of such
      Non-Conforming Alumina and, except as expressly set out in this Clause 19,
      Seller shall not be liable to Buyer or any of its affiliates (whether in
      contract, tort or otherwise) for any loss or damage of any nature arising
      out of such Non-Conforming
Alumina.

            


    


    
      
         


      

      
        - 8
-

         


      

      
         


      

    


    


    


    
      	
              20.

            	
              FORCE
      MAJEURE

            


    

    


    
      	
              20.1

            	
              “Force
      Majeure” means any cause or event reasonably beyond the control of a
      party, including, but not limited to fires, earthquakes, lightning,
      floods, explosions, storms, landslides and other acts of natural calamity
      or acts of god; navigational accidents or maritime peril; significant
      vessel damage preventing the vessel from fulfilling its intended voyage or
      vessel loss; strikes, grievances, actions by or among workers or lock-outs
      (whether or not such labour difficulty could be settled by acceding to any
      demands of any such labour group of individuals); accidents at, closing
      of, or restrictions upon the use of mooring facilities, docks, ports,
      harbours, railroads or other navigational or transportation mechanisms;
      disruption or breakdown of, storage plants, terminals, machinery or other
      related facilities (except to the extent such disruption or breakdown is
      caused by the wilful misconduct or gross negligence of Seller); acts of
      war, hostilities (whether declared or undeclared), civil commotion,
      embargoes, blockades, terrorism, sabotage or acts of the public enemy; any
      act or omission of any governmental authority; good faith compliance with
      any order, request or directive of any governmental authority;
      curtailment, interference, failure or cessation of supplies beyond the
      reasonable control of a party; or any other cause beyond the reasonable
      control of a party, whether similar or dissimilar to those above and
      whether foreseeable or unforeseeable, which, by the exercise of due
      diligence, such party could not have been able to avoid or
      overcome.  For the avoidance of doubt: (a) Force Majeure include
      acts undertaken by a party directly in anticipation of, or to minimize
      losses that could arise from, an event of Force Majeure; and (b) a party’s
      inability economically to perform its obligations under this Agreement or
      financial hardship shall not constitute an event of Force
      Majeure.

            


    

    


    
      	
              20.2

            	
              Subject
      to the terms of this Agreement, neither party shall be liable to the other
      if it is rendered unable by an event of Force Majeure to perform in whole
      or in part any obligation or condition of this Agreement, except for any
      payment or indemnification obligations, for so long as the event of Force
      Majeure exists and to the extent that performance is prevented or delayed
      by the event of Force Majeure and which that party is not able to prevent
      or overcome in accordance with normal industry practice and standards
      provided, however, that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the party prevented from performing shall use
      reasonable efforts to avoid or remove the event of Force
      Majeure, including, without
      limitation, if Seller declares a
      Force Majeure in good faith in
      relation to an origin which has been accepted or deemed to have been
      accepted under clause 4 above, then the
      Seller shall use reasonable best efforts
      to source an alternative cargo to that originally affected by the Force
      Majeure and the time for performance of this Agreement shall be
      extended until the earlier of the duration of the Force Majeure event and
      the time reasonably necessary for Seller to source an alternative cargo to
      that originally affected by the Force
Majeure;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      settlement of strikes or other events of labour unrest shall lie entirely within the discretion of
      the party having the difficulty and such party shall not be required to settle such
      strikes or labour unrest by acceding to the demands of the opposing party
      when such course of action is deemed inadvisable by the party having the difficulty;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if any Force Majeure limits rather than prevents Seller’s production or
      delivery of Alumina then Seller shall
      be obligated to deliver to Buyer, on a proportional basis, such quantity
      from the actually produced or deliverable total quantity, in the
      proportion of Seller’s annual commitment to Buyer and Seller’s total
      combined annual commitment to all the purchasers under Seller’s sales
      agreements with respect to the sale and delivery of Alumina in effect
      during the period of such Force Majeure and affected by the Force
      Majeure.

            


    

    



    
      
         


      

      
        - 9
-

         


      

      
         


      

    


    


    
      	
              20.3

            	
              During
      the period that performance by one of the parties of a part or whole of
      its obligations has been suspended by reason of an event of Force Majeure,
      the other party likewise may suspend the performance of all or a part of
      its obligations to the extent that such suspension is commercially
      reasonable, except for any payments then owing and indemnification
      obligations.

            


    

    


    
      	
              20.4

            	
              The
      party rendered unable to perform shall give prompt (and in any event to
      the extent practicable, within 72 hours
      after becoming aware of the Force
      Majeure event) written notice to the other party of the occurrence
      of a Force Majeure event, including, to the extent feasible, the
      details, the expected duration and
      the volume of products affected.  Such party also shall promptly
      notify the other when the event of Force
      Majeure is terminated.

            


    

    


    
      	
              20.5

            	
              Upon
      a Force Majeure affecting Seller, Buyer may elect to
    either:

            


    

    


    
      	
               
      

            	
              (a)

            	
              in
      circumstances where the inability of Seller to deliver Alumina to Buyer
      would in the reasonable opinion of Buyer lead to a situation whereby the
      stocks of alumina at Buyer’s (or
      Buyer’s affiliate’s)
      smelter would reach critically low levels, Buyer may, upon written
      notice to Seller purchase from other suppliers any or all of the
      quantities of alumina which Seller is
      or expects to be unable to deliver and
      (i)  Seller shall not be liable to Buyer for any cost,
      expense or loss whatsoever of Buyer arising out of any purchase Buyer may
      make from other suppliers; (ii) Buyer
      shall give Seller written notice of any such purchase (the “Covered
      Alumina”), the amount of which shall be deducted
      from the quantity to be purchased
      during the Contract Period in which Buyer makes such purchase and (iii) Seller’s obligation
      to source an alternative supply under clause 20.2(a) shall cease with
      respect to the Covered Alumina;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              extend
      the term of this Agreement to the extent that Seller has invoked this
      provision (in which case the price
      for Alumina in effect for the extended term shall be the same as the price
      in effect for Alumina scheduled to be delivered but not delivered during
      the Force Majeure).

            


    

    


    
      	
              20.6

            	
              Upon
      a Force Majeure affecting Buyer, Seller may elect to
    either:

            


    

    


    
      	
               
      

            	
              (a)

            	
              sell
      to other buyers the Alumina which Buyer is or expects to be unable to
      accept, and Buyer shall not be liable to Seller for any cost, expense or
      loss arising out of any such sales; Seller shall give Buyer written notice
      of any such sale, the amount of which shall be deducted from the quantity
      purchased during the Contract Period
      in which Seller makes such sale; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              extend
      the term of this Agreement to the extent that Buyer has invoked this
      provision (in which case the price
      for Alumina in effect for the extended term shall be the same as the price
      in effect for Alumina scheduled to be delivered but not delivered during
      the Force Majeure).

            


    

    


    
      	
              20.7

            	
              Notwithstanding
      the foregoing provisions, upon a Force Majeure which continues for a
      period of six consecutive months or more, then:

            


    

    


    
      	
               
      

            	
              (a)

            	
              for a Force Majeure affecting Buyer, Seller may,
      elect at any time thereafter to suspend this
      Agreement to the extent of the deliveries of Alumina affected by the Force
      Majeure for that Contract
      Year, with immediate effect, provided
      that the Force Majeure is continuing
      as of the date of such notice, by sending a written notice to Buyer as
      provided in this Agreement announcing exercise of such right of
      suspension to the extent of the deliveries of Alumina
      affected by the Force Majeure for
      that Contract Year;

            


    


    
      
         


      

      
        - 10
-

         


      

      
         


      

    


    


    


    
      	
               
      

            	
              (b)

            	
              for a Force Majeure affecting Seller, Buyer may
      elect at any time thereafter to suspend
      this Agreement to the extent of the
      deliveries of Alumina affected by the Force Majeure for
      that Contract Year, with immediate
      effect, provided that the Force
      Majeure is continuing as of the date of such notice, by sending a written
      notice to Seller as provided in this Agreement announcing exercise of such
      right of suspension to the extent of the deliveries of Alumina
      affected by the Force Majeure for
      that Contract
      Year.

            


    

    


    Alternatively,
the party not affected by the Force Majeure may continue to exercise its rights
as set forth above in clauses 20.5 or 20.6 (as the case may be and as
applicable), and not exercise the right of suspension provided in this
clause.

    


    
      	
              21.

            	
              GOVERNING
      LAW / JURISDICTION

            


    

    


    
      	
              21.1

            	
              This
      agreement shall be subject to and construed under the laws of the State of
      New York, excluding the rules of conflicts or choice of law and excluding
      the United Nations Convention on Contracts for the International Sale of
      Goods.

            


    

    


    
      	
              22.

            	
              ARBITRATION
      / DISPUTE RESOLUTION

            


    

    


    
      	
              22.1

            	
              Any
      controversy, dispute, or claim arising out of or relating to this
      Agreement, or the breach thereof, shall be settled by arbitration
      administered by the American Arbitration Association under its Commercial
      Arbitration Rules, and judgement on the award rendered by the arbitrators
      may be entered in any court having jurisdiction thereof.  There
      shall be three arbitrators, and the arbitration shall be conducted in the
      English language in New York, New York,
U.S.A.

            


    

    


    
      	
              23.

            	
              TAXES
      AND TARIFFS

            


    

    


    
      	
              23.1

            	
              Any
      taxes, tariffs and duties whether existing or new on the Alumina or on
      commercial documents relating thereto or on the cargo itself, imposed in
      the country of origin shall be borne by
Seller.

            


    

    


    
      	
              23.2

            	
              Any
      taxes, tariffs and duties whether existing or new on the Alumina or on
      commercial documents relating thereto or on the cargo itself, imposed in
      the country of discharge and/or the importing country shall be borne by
      Buyer.

            


    

    


    
      	
              24.

            	
              LICENSES

            


    

    


    
      	
              24.1

            	
              Buyer
      undertakes that all the necessary import licences and all other
      authorisations required for the alumina have been obtained (and/or will be
      obtained) for the entire quantity covered by this Agreement. Buyer
      furthermore guarantees that such licences will remain in force for the
      Term.

            


    

    


    
      	
              25.

            	
              ASSIGNMENT
      / THIRD
      PARTY RIGHTS

            


    

    


    
      	
              25.1

            	
              Without the prior written consent of the other
      party, which consent shall not be unreasonably withheld, or
      delayed,  neither party may assign its rights or obligations
      under this Agreement in full or in
      part, except that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Seller and its assignees may without such
      consent assign all or a portion of their rights to receive and obtain
      payment under this Agreement in connection with securitisation or bank
      funding arrangements including the arbitration and law clauses herein; and


            


    

    
      	
               
      

            	
              (b)

            	
              Buyer and its assignees may without such consent
      assign all or a portion of their rights under this Agreement to any wholly
      owned, direct or indirect, subsidiary of Buyer provided that
      if that assignee ceases to be
      a wholly owned, direct or indirect,
      subsidiary of Buyer, then that
      assignee shall re-transfer this Agreement to Buyer or
      another wholly owned, direct or
      indirect, subsidiary of Buyer.
      

            


    


    
      
         


      

      
        - 11
-

         


      

      
         


      

    


    


    


    
      	
              25.2

            	
              Any assignment under clause 25.1(a) above will not detract from either
      party's obligations under this
      Agreement.

            


    

    


    
      	
              25.3

            	
              Any
      purported assignment under clause 25.1(b) will only be valid upon Buyer
      providing, upon request, a guarantee for the obligations of the proposed
      assignee in a form reasonably acceptable to
  Seller.

            


    

    


    
      	
              25.4

            	
              Except
      as expressly provided in this clause,
      a person who is not a party to this contract has no right under the
      Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any
      term of this contract but this does not affect any right or remedy of a
      third party which exists or is available apart from the
    Act.

            


    

    


    
      	
              26.

            	
              FAILURE
      TO ACCEPT DELIVERY AND FAILURE TO
DELIVER

            


    

    


    
      	
              26.1

            	
              If
      Buyer fails to accept delivery for any reason other than Force Majeure,
      Seller shall be entitled to (i) sell to other buyers the Alumina which
      Buyer is or appears to be unable to accept, in which event Buyer shall be
      liable to Seller for any loss, including any loss of purchase price and
      any such transportation, insurance and freight costs actually incurred by
      Seller, acting reasonably, in selling alumina to third parties in excess
      of such transportation, insurance and freight costs Seller would have
      incurred in accordance with the terms of this Agreement; or (ii) extend
      the term of this Agreement. If Seller elects to extend the term of this
      Agreement, the price for Alumina in effect for the extended term shall be
      the same as the price in effect for Alumina scheduled to be delivered but
      which Buyer was unable to accept. Buyer shall give Seller written notice
      immediately upon anticipating an inability to accept
      delivery.  Buyer’s liability for failure to accept shall be limited to that portion of the quantity of Alumina
      which Buyer is unable to accept.

            


    

    


    
      	
              26.2

            	
              If
      Seller fails to deliver for any reason other than Force Majeure, Buyer
      shall be entitled to (i) purchase from other sellers the quantity of
      alumina which Seller is or appears to be unable to deliver, in which event
      Seller shall be liable to Buyer for the
      excess, if any, of the purchase price, transportation, insurance and freight
      costs actually incurred by Buyer, acting reasonably, in procuring alumina
      from third parties as a substitute for the Alumina and the purchase price, transportation, insurance and freight
      costs Buyer would have paid to obtain
      Alumina in accordance with the terms
      of this Agreement; or (ii) extend the term of this
      Agreement.  If Buyer elects to extend the term of this
      Agreement, the price for Alumina in effect for the extended term shall the
      same as the price in effect for Alumina scheduled to be delivered but
      which Seller was unable to deliver.  Seller shall give Buyer
      written notice immediately upon anticipating an inability to
      deliver.  Seller’s liability for failure to deliver shall be
      limited to that portion of the
      quantity of Alumina which Seller is unable to
  deliver.

            


    

    


    
      	
              27.

            	
              DEFAULT

            


    

    


    
      	
              27.1

            	
              An
      event of default (“Event
      of Default”) with respect to a party (the “Defaulting Party”) shall
      mean any of the following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      failure of the Defaulting Party to pay when due any payment required under this Agreement
      within 10 Banking Days after written notice
  thereof;

            


    

    


    
      	
               
      

            	
              (b)

            	
              except
      to the extent covered by clauses 19 and
      26, the failure of the Defaulting Party to comply in all material
      respects with its other material obligations under this Agreement and such
      failure remains uncured for 10 Banking Days after written notice
      thereof;

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      representation or warranty made by the Defaulting Party under this
      Agreement shall prove to be untrue in any material
  respect;

            


    


    
      
         


      

      
        - 12
-

         


      

      
         


      

    


    


    


    
      	
               
      

            	
              (d)

            	
              the
      Defaulting Party (i) makes an
      assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise
      commences, authorizes or acquiesces in the commencement of a proceeding or
      cause of action under any bankruptcy or similar law for the protection of
      creditors, or has such a petition filed against it and such petition is
      not withdrawn or dismissed for 30 days after such filing, (iii) otherwise becomes bankrupt or
      insolvent (however evidenced), (iv)
      is unable to pay its debts as they fall due, makes a composition with its
      creditors, commits any act of bankruptcy, becomes subject to an order for
      winding up or dissolution or to the appointment of an administrator,
      examiner, receiver, custodian, liquidator, trustee or other similar
      official; or

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      occurrence of a material adverse change in the financial standing or
      creditworthiness of the Buyer when compared to the Buyer's financial
      standing as at the date of the contract which change, in the reasonable opinion of the Seller, affects
      Buyer's ability to perform its financial obligations in respect of this Agreement (including any other
      transactions between the parties), and the Buyer fails to provide or
      procure reasonable security in the form of, inter alia, a guarantee,
      letter of credit or other credit support in a form acceptable to the
      Seller for the performance of its financial obligations to the Seller in
      respect of this Agreement within
      three (3) Banking Days of the Seller's request therefore.

            


    

    


    
      	
              27.2

            	
              Upon
      the occurrence and during the continuation of an Event of Default, the
      other party (the “Non-Defaulting Party”)
      may in its sole discretion:

            


    

    


    
      	
               
      

            	
              (a)

            	
              notify
      the Defaulting Party of an early termination date (which shall be no
      earlier that the date of such notice) on which this Agreement and the
      transactions contemplated hereunder shall terminate (the “Early Termination
      Date”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              withhold
      any payments due to the Defaulting Party until such Event of Default is
      cured; and/or

            


    

    


    
      	
               
      

            	
              (c)

            	
              suspend
      performance of its obligations under this Agreement until such Event of
      Default is cured. If a notice of an Early Termination Date is given under
      this Section, the Early Termination Date will occur on the designated date
      whether or not the relevant Event of Default is then
      continuing.

            


    

    


    
      	
              27.3

            	
              Once an Early Termination Date is
      established, the Non-Defaulting Party shall in good faith calculate its
      Losses, resulting from the termination of the transactions(s) contemplated
      hereunder (the “Terminated
      Transaction(s)”), aggregate such Losses with respect to the
      Terminated Transaction into a single net amount, and then notify the
      Defaulting Party of the net amount owed or owing.  The
      Non-Defaulting Party will calculate its Losses as of the Early Termination
      Date, or, if that is not reasonably practicable, as of the earliest date
      thereafter that is reasonably practicable.  If the
      Non-Defaulting Party’s aggregate losses and costs exceed its aggregate gains, the Defaulting Party shall, within
      10 Banking Days of its receipt of such notice pay the net amount to the
      Non-Defaulting Party, including interest at a rate of 1.5% per month from
      the Early Termination Date until paid, plus any other amounts due and
      owing under this Agreement to the Non-Defaulting
      Party.  

            


    


    
      
         


      

      
        - 13
-

         


      

      
         


      

    


    


    


    
      	
              27.4

            	
              If
      an Event of Default occurs and/or an Early Termination Date is
      established, the Non-Defaulting Party may (at its election) set off any or all amounts which the
      Defaulting Party owes to the Non-Defaulting Party under this Agreement
      against any or all amounts which the Non-Defaulting owes to the Defaulting
      Party under this Agreement.  Notwithstanding any provision to
      the contrary contained in this Agreement, the Non-Defaulting Party shall
      not be required to pay to the Defaulting Party any net amount due to an
      early termination until the Non-Defaulting Party receives confirmation
      satisfactory to it in its reasonable discretion that (i) all amounts due
      and payable as of the Early Termination Date by the Defaulting Party under
      all transactions, under this Agreement, or otherwise with the
      Non-Defaulting Party have been fully and finally paid, and (ii) all
      other obligations of any kind whatsoever of the Defaulting Party to make
      any payments to the Non-Defaulting Party or any of its affiliates under
      this Agreement or otherwise which are due and payable as of the Early
      Termination Date have been fully and finally
  performed.

            


    

    


    
      	
              27.5

            	
              Each
      party stipulates that the payment obligations set forth in this section for the damages incurred are a
      reasonable approximation of the anticipated harm or loss and acknowledges
      the difficulty of estimation of actual damages, and each party hereby
      waives the right to contest such payments as unenforceable, a penalty or
      otherwise.  Neither party shall be entitled to recover any
      additional damages as a consequence of such harm or
  loss.

            


    

    


    
      	
              28.

            	
              LIMITED
      WARRANTY

            


    

    


    
      	
              28.1

            	
              Any
      express or implied condition, warranty, term, guarantee or representation,
      statutory or otherwise, not expressly stated in this Agreement is hereby
      excluded.

            


    

    


    
      	
              29.

            	
              INDIRECT
      LOSSES

            


    

    


    
      	
              29.1

            	
              Neither
      Seller nor Buyer shall be liable, whether in contract or in tort or
      otherwise, for indirect, consequential or special damages or losses of
      whatsoever nature, however caused and
      whether or not a party knew of the possibility of such
      damages.

            


    

    


    
      	
              30.

            	
              SUSPENSION
      OF QUOTATIONS

            


    

    


    
      	
              30.1

            	
              The
      metal prices and currency quotations specified under this Agreement are
      the quotations in general use for the pricing of the Alumina.

            


    

    


    
      	
              30.2

            	
              If
      any of these price quotations cease to exist or cease to be published or
      should no longer be internationally recognised as the basis for the
      settlement of Alumina contracts (a
      “Market Disruption Event”),
      then upon the request of either party, Buyer and Seller will promptly use
      the following methods to agree on a new pricing
  basis:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Negotiated Fallback:
      which means that each party will, promptly upon becoming aware of the
      Market Disruption Event, negotiate in good faith to agree with the other
      on a relevant price (or a method for determining a relevant price), and,
      if the parties have not so agreed on or before the fifth Business Day
      following the date of the Market Disruption
      Event, clause (b) below shall
apply.

            


    


    
      
         


      

      
        - 14
-

         


      

      
         


      

    


    


    
      	
               
      

            	
              (b)

            	
              Dealer Fallback: which means that the parties shall
      expeditiously and jointly and in good faith agree on three independent
      leading dealers in the principal trading market for the relevant
      underlying commodity market from among those dealers with the highest
      credit standing.  Such dealers shall be appointed to make a
      determination of the reasonable price
      payable for the shipments to be made under this Agreement taking
      into consideration the latest available quotation for the relevant commodity and any other information that,
      in good faith, they deem relevant.  The price to be paid under this Agreement shall
      be the arithmetic mean of the three prices determined by such dealers, in which
      case such calculation shall be binding and conclusive absent manifest
      error.  If the parties have not agreed upon the appointment of
      the dealers on or before the sixth Business Day following the day on which
      this clause becomes applicable, or if
      a determination of the price cannot
      be obtained from at least three dealers, then the dispute shall be referred to arbitration
      in accordance with clause
22.

            


    

    


    
      	
              31.

            	
              INCOTERMS

            


    

    


    
      	
              31.1

            	
              Insofar
      as not inconsistent herewith INCOTERMS 2000 (and any later amendments
      thereto) shall apply to this
Agreement.

            


    

    


    
      	
              32.

            	
              CHANGE
      OF EVENT

            


    

    


    
      	
              32.1

            	
              In
      the event of any actual or prospective change in the organisation, control
      or management of Buyer, including without limitation, a change to the
      majority shareholding or privatisation or equivalent process of Buyer,
      this Agreement will not be changed or in any way modified and shall
      continue in full force and effect.

            


    

    


    
      	
              33.

            	
              NOTICES

            


    

    


    
      	
              33.1

            	
              All
      notices, requests and other communications hereunder shall be in writing
      and shall be deemed to have been duly given or made when sent by first
      class mail, postage paid, or via telex or telefax addressed
      to:

            


    

    


    Century
Aluminum Company

    2511
Garden Road, Building A, Suite 200, Monterey, CA 93940

    Telefax
No:                                +
1 (831) 642-9328

    Telephone
No:                                +
1 (831) 642-9300

    Attention:                      General
Counsel

    


    Century
Aluminum Company

    P.O. Box
500, 1627 State Route 271 N., Hawesville, KY 42348

    Telefax
No:                                +
1 (270) 852-2882

    Telephone
No:                                +
1 (270) 852-2816

    Attention:                      Director
of Purchasing

    


               Glencore
AG

    Baarermattstrasse 3, P.O. Box 666,
CH-6341 Baar, Switzerland

    Telefax
No:                                +
41 41 709 30 00

    Telephone
No:                                +
41 41 709 25 59

    Attention:

    


    
      	
              34.

            	
              LANGUAGE

            


    

    


    
      	
              34.1

            	
              This
      Agreement is prepared in English and the English language shall be
      authoritative and final.

            


    


    
      
         


      

      
        - 15
-

         


      

      
         


      

    


    


    
      	
              35.

            	
              ENTIRE
      AGREEMENT

            


    

    


    
      	
              35.1

            	
              This
      Agreement constitutes the entire agreement between the parties with
      respect to the subject-matter hereof and supersedes any previous
      agreements between the parties relating to the subject-matter. Each party
      acknowledges and represents that it has not relied on or been induced to
      enter into this Agreement by any representation, warranty or undertaking
      other than those expressly set out in this Agreement. A party is not
      liable to the other party for a representation, warranty or undertaking of
      whatsoever nature that is not expressly set out in this
      Agreement.

            


    

    


    
      	
              36.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              36.1

            	
              Each
      party represents and warrants to the other
that:

            


    

    


    
      	
              36.2

            	
              Status:  it is
      duly organized under the laws of the jurisdiction of its formation and
      each possesses the capacity to sue and be sued in its own name and has the
      power to carry on its business and to own its property and other
      assets;

            


    

    


    
      	
              36.3

            	
              Power and
      authority:  it has the power to execute, deliver and
      perform its obligations under this Agreement and any related agreements
      and to carry out the transactions contemplated by those documents and all
      necessary corporate, shareholder and other action has been or will be
      taken to authorise the execution, delivery and performance of the
      same;

            


    

    


    
      	
              36.4

            	
              Binding
      obligations:  its obligations under this Agreement and
      any related agreements constitute their legal, valid, binding and
      enforceable obligations;

            


    

    


    
      	
              36.5

            	
              Contraventions:  the
      execution, delivery and performance by it of this Agreement does
      not:

            


    

    


    
      	
               
      

            	
              (a)

            	
              contravene
      any applicable law or regulation or any order of any governmental or other
      official authority, body or agency or any judgment, order or decree of any
      court having jurisdiction over it;

            


    

    


    
      	
               
      

            	
              (b)

            	
              conflict
      with, or result in any breach of any of the terms of, or constitute a
      default under, any agreement or other instrument to which it is a party or
      any license to which it is subject or
      by which it or any of its property is bound;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              contravene
      or conflict with its constitutional
documents;

            


    

    


    
      	
              36.6

            	
              Insolvency:  neither
      it nor any of its affiliates has
      taken any action nor have any steps been taken (including the presentation
      of a petition or the filing or service of a notice) or legal procedures
      been started or threatened against it for winding-up, dissolution or
      reorganisation, the enforcement of any encumbrance over its assets or for
      the appointment of a receiver, administrative receiver, or administrator,
      trustee, regulator, supervisor or similar officer of it or of any of its
      assets;

            


    

    


    
      	
              36.7

            	
              No
      default:  Neither it nor any of its affiliates is (nor
      would be with any of the giving of notice, the lapse of time, the
      determination of materiality, or the satisfaction of any other condition)
      in breach of or in default under any agreement to which it is a party or
      which is binding on it or any of its assets in a manner or to an extent
      which could reasonably be expected to have a material adverse effect;
      and

            


    

    


    
      	
              36.8

            	
              Litigation:  no
      action, litigation, arbitration or administrative proceeding has been
      commenced, or is pending or threatened, against it or any of it’s
      affiliates which, if decided adversely, could reasonably be expected to
      have a material adverse effect and nor is there subsisting any unsatisfied
      judgment or award given against it or any of it’s affiliates by any court,
      arbitrator or other body.

            


    


    
      
         


      

      
        - 16
-

         


      

      
         


      

    


    


    
      	
              37.

            	
              ILLEGALITY/SEVERABILITY

            


    

    


    
      	
              37.1

            	
              If
      any provision of this Agreement is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not affect the legality,
      validity or enforceability in that jurisdiction of any other provision of
      this Agreement; or the legality, validity or enforceability in any other
      jurisdiction of that or any other provision of this
    Agreement.

            


    

    


    
      	
              38.

            	
              NO
      WAIVER OF RIGHTS

            


    

    


    
      	
              38.1

            	
              A
      failure or delay in exercising any right, power or privilege in respect of
      this Agreement will not be presumed to operate as a waiver, and a single
      or partial exercise of any right, power or privilege will not be presumed
      to preclude any subsequent or further exercise, of that right, power or
      privilege or the exercise of any other right, power or
      privilege.

            


    

    


    


    


    


    


    


    


    IN WITNESS WHEREOF the parties
have executed this Agreement as of the
respective dates specified below with effect from the Effective Date specified
on the first page of this Agreement.

    


    


    Accepted:

    


    


    


    


     

    
      	 /s/ Scott T.
      States	 	 /s/ Andrew
      Caplan
	 Century
      Aluminum Company	 	 Glencore
      AG
	 	 	 
	 Place and
      Date: Hawesville, KY, 16 April 2008	 	 Place and
      Date: Baar Switzerland, 14 April 2008
	 	 	 


    

     

    


    


    


    



    
      
         


      

      
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-