Indenture dated June 7, 2007



 Exhibit 4.3 
 NORANDA ALUMINUM HOLDING CORPORATION 
 $220,000,000 Senior Floating Rate Notes due 2014 
  

 INDENTURE 
 Dated as of June 7, 2007 
  

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee 







 TABLE OF CONTENTS 
  

							
	 ARTICLE 1    DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
				
		 	SECTION 1.01.	 	Definitions	  	1
				
		 	SECTION 1.02.	 	Other Definitions	  	35
				
		 	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act	  	37
				
		 	SECTION 1.04.	 	Rules of Construction	  	37
				
		 	SECTION 1.05.	 	Acts of Holders	  	38
		
	ARTICLE 2    THE SECURITIES	  	39
				
		 	SECTION 2.01.	 	Amount of Securities	  	39
				
		 	SECTION 2.02.	 	Form and Dating	  	41
				
		 	SECTION 2.03.	 	Execution and Authentication	  	41
				
		 	SECTION 2.04.	 	Registrar and Paying Agent	  	42
				
		 	SECTION 2.05.	 	Paying Agent to Hold Money in Trust	  	42
				
		 	SECTION 2.06.	 	Holder Lists	  	43
				
		 	SECTION 2.07.	 	Transfer and Exchange	  	43
				
		 	SECTION 2.08.	 	Replacement Securities	  	44
				
		 	SECTION 2.09.	 	Outstanding Securities	  	44
				
		 	SECTION 2.10.	 	Temporary Securities	  	45
				
		 	SECTION 2.11.	 	Cancellation	  	45
				
		 	SECTION 2.12.	 	Defaulted Interest	  	45
				
		 	SECTION 2.13.	 	CUSIP Numbers, ISINs, etc.	  	45
				
		 	SECTION 2.14.	 	Calculation of Principal Amount of Securities	  	45
		
	ARTICLE 3    REDEMPTION	  	46
				
		 	SECTION 3.01.	 	Redemption	  	46
				
		 	SECTION 3.02.	 	Applicability of Article	  	46
				
		 	SECTION 3.03.	 	Notices to Trustee	  	46
				
		 	SECTION 3.04.	 	Selection of Securities to Be Redeemed	  	46
				
		 	SECTION 3.05.	 	Notice of Optional Redemption	  	47
				
		 	SECTION 3.06.	 	Effect of Notice of Redemption	  	47
				
		 	SECTION 3.07.	 	Deposit of Redemption Price	  	48
				
		 	SECTION 3.08.	 	Securities Redeemed in Part	  	48

  

 i 









							
		
	ARTICLE 4    COVENANTS	  	48
				
		 	SECTION 4.01.	 	Payment of Securities	  	48
				
		 	SECTION 4.02.	 	Reports and Other Information	  	48
				
		 	SECTION 4.03.	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	50
				
		 	SECTION 4.04.	 	Limitation on Restricted Payments	  	58
				
		 	SECTION 4.05.	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	65
				
		 	SECTION 4.06.	 	Asset Sales	  	67
				
		 	SECTION 4.07.	 	Transactions with Affiliates	  	70
				
		 	SECTION 4.08.	 	Change of Control	  	74
				
		 	SECTION 4.09.	 	Compliance Certificate	  	76
				
		 	SECTION 4.10.	 	Further Instruments and Acts	  	77
				
		 	SECTION 4.11.	 	Future Guarantors	  	77
				
		 	SECTION 4.12.	 	Liens	  	77
				
		 	SECTION 4.13.	 	Maintenance of Office or Agency	  	77
				
		 	SECTION 4.14.	 	Termination and Suspension of Certain Covenants	  	78
		
	ARTICLE 5    SUCCESSOR COMPANY	  	79
				
		 	SECTION 5.01.	 	When Issuer May Merge or Transfer Assets	  	79
		
	ARTICLE 6    DEFAULTS AND REMEDIES	  	81
				
		 	SECTION 6.01.	 	Events of Default	  	81
				
		 	SECTION 6.02.	 	Acceleration	  	82
				
		 	SECTION 6.03.	 	Other Remedies	  	83
				
		 	SECTION 6.04.	 	Waiver of Past Defaults	  	83
				
		 	SECTION 6.05.	 	Control by Majority	  	84
				
		 	SECTION 6.06.	 	Limitation on Suits	  	84
				
		 	SECTION 6.07.	 	Rights of the Holders to Receive Payment	  	84
				
		 	SECTION 6.08.	 	Collection Suit by Trustee	  	84
				
		 	SECTION 6.09.	 	Trustee May File Proofs of Claim	  	85
				
		 	SECTION 6.10.	 	Priorities	  	85
				
		 	SECTION 6.11.	 	Undertaking for Costs	  	85
				
		 	SECTION 6.12.	 	Waiver of Stay or Extension Laws	  	85

  

 ii 









							
		
	ARTICLE 7    TRUSTEE	  	86
				
		 	SECTION 7.01.	 	Duties of Trustee	  	86
				
		 	SECTION 7.02.	 	Rights of Trustee	  	87
				
		 	SECTION 7.03.	 	Individual Rights of Trustee	  	88
				
		 	SECTION 7.04.	 	Trustee’s Disclaimer	  	88
				
		 	SECTION 7.05.	 	Notice of Defaults	  	89
				
		 	SECTION 7.06.	 	Reports by Trustee to the Holders	  	89
				
		 	SECTION 7.07.	 	Compensation and Indemnity	  	89
				
		 	SECTION 7.08.	 	Replacement of Trustee	  	90
				
		 	SECTION 7.09.	 	Successor Trustee by Merger	  	91
				
		 	SECTION 7.10.	 	Eligibility; Disqualification	  	91
				
		 	SECTION 7.11.	 	Preferential Collection of Claims Against the Issuer	  	91
		
	ARTICLE 8    DISCHARGE OF INDENTURE; DEFEASANCE	  	92
				
		 	SECTION 8.01.	 	Discharge of Liability on Securities; Defeasance	  	92
				
		 	SECTION 8.02.	 	Conditions to Defeasance	  	93
				
		 	SECTION 8.03.	 	Application of Trust Money	  	94
				
		 	SECTION 8.04.	 	Repayment to Company	  	94
				
		 	SECTION 8.05.	 	Indemnity for U.S. Government Obligations	  	95
				
		 	SECTION 8.06.	 	Reinstatement	  	95
		
	ARTICLE 9    AMENDMENTS AND WAIVERS	  	95
				
		 	SECTION 9.01.	 	Without Consent of the Holders	  	95
				
		 	SECTION 9.02.	 	With Consent of the Holders	  	96
				
		 	SECTION 9.03.	 	Compliance with Trust Indenture Act	  	97
				
		 	SECTION 9.04.	 	Revocation and Effect of Consents and Waivers	  	97
				
		 	SECTION 9.05.	 	Notation on or Exchange of Securities	  	98
				
		 	SECTION 9.06.	 	Trustee to Sign Amendments	  	98
				
		 	SECTION 9.07.	 	Payment for Consent	  	98
				
		 	SECTION 9.08.	 	Additional Voting Terms; Calculation of Principal Amount	  	99
		
	ARTICLE 10    GUARANTEES	  	99
				
		 	SECTION 10.01.	 	Guarantees	  	99
				
		 	SECTION 10.02.	 	Limitation on Liability	  	101
				
		 	SECTION 10.03.	 	Successors and Assigns	  	102

  

 iii 









							
				
		 	SECTION 10.04.	 	No Waiver	  	102
				
		 	SECTION 10.05.	 	Modification	  	102
				
		 	SECTION 10.06.	 	Execution of Supplemental Indenture for Future Guarantors	  	103
				
		 	SECTION 10.07.	 	Non-Impairment	  	103
		
	ARTICLE 11    MISCELLANEOUS	  	103
				
		 	SECTION 11.01.	 	Ranking	  	103
				
		 	SECTION 11.02.	 	Trust Indenture Act Controls	  	103
				
		 	SECTION 11.03.	 	Notices	  	103
				
		 	SECTION 11.04.	 	Communication by the Holders with Other Holders	  	104
				
		 	SECTION 11.05.	 	Certificate and Opinion as to Conditions Precedent	  	104
				
		 	SECTION 11.06.	 	Statements Required in Certificate or Opinion	  	104
				
		 	SECTION 11.07.	 	When Securities Disregarded	  	105
				
		 	SECTION 11.08.	 	Rules by Trustee, Paying Agent and Registrar	  	105
				
		 	SECTION 11.09.	 	Legal Holidays	  	105
				
		 	SECTION 11.10.	 	Governing Law	  	105
				
		 	SECTION 11.11.	 	No Recourse Against Others	  	105
				
		 	SECTION 11.12.	 	Successors	  	106
				
		 	SECTION 11.13.	 	Multiple Originals	  	106
				
		 	SECTION 11.14.	 	Table of Contents; Headings	  	106
				
		 	SECTION 11.15.	 	Indenture Controls	  	106
				
		 	SECTION 11.16.	 	Severability	  	106


									
					
		 	Appendix A	 	–	 	  Provisions Relating to Original Securities, Add-On Securities and Exchange Securities	  	
			
		 	EXHIBIT INDEX	  	
					
		 	Exhibit A	 	–	 	  Form of Original Security	  	
		 	Exhibit B	 	–	 	  Form of Exchange Security	  	
		 	Exhibit C	 	–	 	  Form of Supplemental Indenture	  	

  

 iv 








 CROSS-REFERENCE TABLE 
  

							
	 TIA
Section
	 	 	  	Indenture
Section
	 310
	 	(a)	  	7.10
		 	(a)(1)	  	N.A.
		 	(a)(2)	  	N.A.
		 	(a)(3)	  	N.A.
		 	(a)(4)	  	N.A.
		 	(b)	  	7.10
		 	(b)(1)	  	7.08; 7.10
		 	(c)	  	N.A.
	 311
	 	(a)	  	7.11
		 	(b)	  	7.11
		 	(c)	  	N.A.
	 312
	 	(a)	  	N.A.
		 	(b)	  	11.04
		 	(c)	  	11.04
	 313
	 	(a)	  	7.06
		 	(b)(2)	  	7.06
		 	(c)	  	7.06
		 	(d)	  	7.06
	 314
	 	(a)(4)	  	4.09
		 	(b)	  	N.A.
		 	(c)(1)	  	N.A.
		 	(c)(2)	  	N.A.
		 	(c)(3)	  	N.A.
		 	(d)	  	N.A.
		 	(e)	  	N.A.
		 	(f)	  	N.A.
	 315
	 	(a)	  	N.A.
		 	(b)	  	N.A.
		 	(c)	  	N.A.
		 	(d)	  	N.A.
		 	(e)	  	N.A.
	 316
	 	(a)(last sentence)	  	N.A.
		 	(a)(1)(A)	  	N.A.
		 	(a)(1)(B)	  	N.A.
		 	(a)(2)	  	N.A.
		 	(b)	  	N.A.
	 317
	 	(a)(1)	  	N.A.
		 	(a)(2)	  	N.A.
		 	(b)	  	N.A.
	 318
	 	(a)	 		  	N.A.

  

 v 








 N.A. Means Not Applicable. 
 Note: This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. 
  

 vi 








 INDENTURE dated as of June 7, 2007 between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware
corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of (a) $220,000,000 aggregate principal amount of the Issuer’s Senior Floating Rate Notes
due 2014 issued on the date hereof (together with any increases in the aggregate principal amount thereof, or any Additional Securities (as defined herein) issued with respect thereto, in each case in connection with any PIK Payment (as defined
herein) with respect thereto, the “Original Securities”), (b) any additional Securities that may be issued after the date hereof in the form of Exhibit A (together with any increases in the aggregate principal amount thereof, or any
Additional Securities issued with respect thereto, in each case in connection with any PIK Payment with respect thereto, the “Add-On Securities”) (all such securities in clauses (a) and (b) being referred to collectively as the
“Initial Securities”) and (c) if and when issued in exchange for the Initial Securities as provided in the Registration Rights Agreement (as defined in Appendix A hereto (the “Appendix”)) or otherwise registered under the
Securities Act and issued in exchange for the Initial Securities, the Issuer’s Senior Floating Rate Notes due 2014 in the form of Exhibit B in a principal amount equal to the principal amount of such Initial Securities (together with any
increases in the aggregate principal amount thereof, or any Additional Securities issued with respect thereto, in each case in connection with any PIK Payment with respect thereto, the “Exchange Securities”, and, together with the Initial
Securities, the “Securities”). Subject to the conditions and compliance with the covenants set forth herein, the Issuer may issue an unlimited aggregate principal amount of Add-On Securities. 
 ARTICLE 1 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. “Acquired Indebtedness” means, with respect to any specified
Person: 
 (1) Indebtedness, Preferred Stock or Disqualified Stock of any other Person existing at the time such other Person
is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and 
 (2)
Indebtedness, Preferred Stock or Disqualified Stock secured by a Lien encumbering any asset acquired by such specified Person. 
 “Acquisition” means the acquisition by Noranda Aluminum Acquisition Corporation of substantially all of the outstanding shares of Capital Stock of Noranda Intermediate Holding Corporation, pursuant to the Stock Purchase Agreement.

 “Acquisition Documents” means the Stock Purchase Agreement and any other document entered into in connection therewith, in each
case as amended, supplemented or modified from time to time on or prior to the Acquisition Securities Issue Date or thereafter (so long as any amendment, supplement or modification after the Acquisition Securities Issue Date, together with all other
amendments, supplements and modifications after the Acquisition 

  

 1 








 
Securities Issue Date, taken as a whole, is not more disadvantageous to the Holders of the Acquisition Securities in any material respect than the
Acquisition Documents as in effect on the Acquisition Securities Issue Date). 
 “Acquisition Indenture” means the indenture, dated
as of the Acquisition Securities Issue Date, among Noranda Aluminum Acquisition Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. 
 “Acquisition Securities” means the Senior Floating Rate Notes due 2015 issued by Noranda Aluminum Acquisition Corporation pursuant to the
Acquisition Indenture. 
 “Acquisition Securities Final Memorandum” means the final offering memorandum, dated as of May 10,
2007, relating to the issuance and sale of the Acquisition Securities on the Acquisition Securities Issue Date. 
 “Acquisition
Securities Issue Date” means May 18, 2007. 
 “Additional Securities” means additional Securities issued under this
Indenture in connection with a PIK Payment on the same terms and conditions as the $220,000,000 aggregate principal amount of the Issuer’s Senior Floating Rate Notes due 2014 issued on the Issue Date. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used
with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

 “Applicable Premium” means, with respect to any Security on any applicable redemption date, the greater of: 
 (1) 1% of the then outstanding principal amount of the Security; and 
 (2) the excess of: 
 (a) the present value at such redemption date of (i) the redemption price of the Security, at May 15, 2008 as set forth in Paragraph 5 of the Security plus (ii) all required interest payments (calculated based on the Cash
Interest rate payable thereon) due on the Security through May 15, 2008 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 
 (b) the then outstanding principal amount of the Security. 
 “Asset Sale” means: 
  

 2 








 (1) the sale, conveyance, transfer or other disposition (whether in a single transaction
or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) outside the ordinary course of business of the Issuer or any Restricted Subsidiary of the Issuer (each referred to in this definition as a
“disposition”) or 
 (2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and
shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary of the Issuer) (whether in a single transaction or a series
of related transactions), 
 in each case other than: 
 (a) a disposition of Cash Equivalents or Investment Grade Securities or damaged, obsolete or worn out property or equipment in the ordinary course of business; 
 (b) transactions permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control; 
 (c) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so
disposed or issued have an aggregate Fair Market Value of less than $7.5 million; 
 (e) any disposition of property or
assets, or the issuance of securities, by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer; 
 (f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable
or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the senior management or Board of Directors of the Issuer; 
 (g) foreclosure or any similar action with respect to any property or any other assets of the Issuer or any of its Restricted
Subsidiaries; 
 (h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

 (i) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (j) any sale of inventory or other assets in the ordinary course of business; 
  

 3 








 (k) any grant in the ordinary course of business of any license of patents, trademarks,
know-how or any other intellectual property; 
 (l) an issuance of Capital Stock pursuant to an equity incentive or
compensation plan approved by the Board of Directors of the Issuer; 
 (m) dispositions in connection with Permitted Liens;

 (n) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after
the Acquisition Securities Issue Date, including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture; 
 (o) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from
whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such
sale or acquisition; 
 (p) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of
contract, tort or other claims of any kind; 
 (q) a transfer of accounts receivable and related assets of the type specified
in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary or any Restricted Subsidiary (x) in a Qualified Receivables Financing, (y) pursuant to any other factoring on
arm’s length terms or (z) in the ordinary course of business; 
 (r) the sale of any property in a Sale/Leaseback
Transaction within six months of the acquisition of such property; and 
 (s) dispositions of receivables in connection with
the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements. 
 “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit Facilities and the other Credit Facilities Documents as
amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Facilities), including principal, premium (if any), interest (including
interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees and all other amounts payable thereunder or in respect thereof. 
 “Board of Directors” means, as to any Person, the
board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 
  

 4 








 “Business Day” means a day other than a Saturday, Sunday or other day on which banking
institutions are authorized or required by law to close in New York City. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock or shares; 
 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes
thereto) in accordance with GAAP. 
 “Cash Equivalents” means: 
 (1) U.S. dollars, pounds sterling, euros, or the national currency of any member state in the European Union or, in the case of a Foreign
Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the
date of acquisition; 
 (3) certificates of deposit, time deposits and Eurodollar time deposits with maturities of one year or
less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose
long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency); 
 (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above; 
  

 5 








 (5) commercial paper issued by a corporation (other than an Affiliate of the Issuer)
rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition;

 (6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision
thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from
the date of acquisition; 
 (7) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a
rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition; and 
 (8) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through
(7) above. 
 “Century Joint Ventures” means (a) St. Ann Bauxite Limited, a Jamaica private limited company, and
(b) Gramercy Alumina LLC, a Delaware limited liability company. 
 “Change of Control” means the occurrence of any of the
following events: 
 (i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all
the assets of the Issuer and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or 
 (ii) the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Issuer or any direct or indirect parent of the Issuer. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Company” means the party named as such in the Preamble to this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required
by the TIA, each other obligor on the Securities. 
  

 6 








 “consolidated” means, with respect to any Person, such Person consolidated with its Restricted
Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted
in computing Consolidated Net Income (including amortization of original issue discount, non-cash interest payments, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate Hedging
Obligations and excluding additional interest paid in respect of the Securities to the extent that the Issuer is no longer required to pay additional interest in respect thereof, amortization of deferred financing fees, debt issuance costs,
commissions, fees and expenses and expensing of any bridge commitment or other financing fees); plus 
 (2) consolidated
capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus 
 (3)
Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Issuer held by Persons other than the Issuer or a Restricted Subsidiary; plus 
 (4) commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to
Persons other than the Issuer and its Restricted Subsidiaries; minus 
 (5) interest income for such period. For purposes of
this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any Person for any period, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that: 
 (1) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses relating thereto), including, without limitation, any (i) severance,
relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternate uses, and fees, expenses or charges relating to new product lines, plant
shutdown costs, curtailments or modifications to pension and post retirement employee benefits plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing,
retention or completion bonuses, (ii) any expenses that constitute transition expenses attributable to the Issuer becoming an independent operating company in connection with the Transactions, (iii) expenses or charges in connection with
the Transactions related to 

  

 7 








 
curtailments or modifications to pension or other post retirement employee benefit plans and (iv) any fees, expenses or charges related to any Equity
Offering, Permitted Investment, acquisition, disposition, recapitalization or issuance, repayment, incurrence, refinancing, amendment or modification of Indebtedness permitted to be Incurred by this Indenture (in each case, whether or not
successful), including any such fees, expenses, charges or change in control payments made under the Acquisition Documents or otherwise related to the Transactions (including any transition-related expenses incurred before, on or after the
Acquisition Securities Issue Date), in each case, shall be excluded; 
 (2) any increase in amortization or depreciation or
any non-cash charges, in each case resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after the Acquisition Securities Issue Date shall be excluded; 
 (3) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

 (4) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net
after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded; 
 (5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the
senior management or Board of Directors of the Issuer) shall be excluded; 
 (6) any net after-tax gains or losses (less all
fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded; 
 (7) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted
Subsidiary thereof in respect of such period; provided that the portion of the Net Income of the Century Joint Ventures allocable to the Equity Interests held by the Issuer and/or its Subsidiaries shall be treated as provided in the last proviso of
this paragraph; 
 (8) solely for the purpose of determining the amount available for Restricted Payments under clause
(1) of the definition of Cumulative Credit, the Net Income for such period of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its
Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or 

  

 8 








 
its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived or, in the case of
Noranda Aluminum Acquisition Corporation, are permitted by Section 4.05; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or
converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein; 
 (9) any
non-cash impairment charges or asset-write offs resulting from the application of GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded; 
 (10) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, grants
and sales of stock, stock appreciation or similar rights, stock options or other rights of such Person or any of its Restricted Subsidiaries shall be excluded; 
 (11) any (a) severance or relocation costs or expenses, (b) one-time non-cash compensation charges, (c) the costs and
expenses after the Acquisition Securities Issue Date related to employment of terminated employees, (d) costs or expenses realized in connection with, resulting from or in anticipation of the Transactions or (e) costs or expenses realized
in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Acquisition Securities Issue Date of officers, directors and employees, in each case of such Person or any of its Restricted
Subsidiaries, shall be excluded; 
 (12) accruals and reserves that are established or adjusted in accordance with GAAP or
changes as a result of the adoption or modification of accounting policies shall be excluded; 
 (13) solely for purposes of
calculating EBITDA, (a) the Net Income of any Person and its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority Equity Interests of third parties in any
non-Wholly Owned Restricted Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary
course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included; 
 (14) (a)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of
“straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of
Financial Accounting Standards No. 133 shall be excluded; 
 (15) unrealized gains and losses relating to hedging
transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the applications of Statement of Financial Accounting Standards No. 52 shall be excluded; 
  

 9 








 (16) solely for the purpose of calculating Restricted Payments, the difference, if
positive, of the Consolidated Taxes of the Issuer calculated in accordance with GAAP and the actual Consolidated Taxes paid in cash by the Issuer during any Reference Period shall be included; 
 (17) non-cash charges for deferred tax asset valuation allowances shall be excluded; and 
 (18) solely for the purpose of determining the amount available for Restricted Payments under clause (A) of the definition of
Cumulative Credit, the payment of non-cash interest relating to the Securities shall be excluded; 
 provided, that for purposes of calculating
Consolidated Net Income of the Issuer, (i) for any full four-fiscal-quarter period, the Issuer shall, at its option, be entitled to employ one or the other of the “LIFO” or “FIFO” methods of inventory valuation, irrespective
of the manner in which it accounts for inventory for other purposes and to adjust its otherwise-reported financial calculations accordingly, and (ii) Consolidated Net Income shall include the portion of the Consolidated Net Income (as
calculated in accordance with this definition) of the Century Joint Ventures allocable to the Equity Interests in the Century Joint Ventures held by the Issuer and/or its Subsidiaries. 
 Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer or a Restricted Subsidiary of the Issuer to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under
clauses (E) and (F) of the definition of “Cumulative Credit.” 
 “Consolidated Non-cash Charges” means, with
respect to any Person for any period, the aggregate depreciation, amortization, accretion and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated
basis and otherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period. 
 “Consolidated Taxes” means provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar
taxes and any Tax Distributions taken into account in calculating Consolidated Net Income. 
 “Contingent Obligations” means, with
respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 
 (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, 
  

 10 








 (2) to advance or supply funds: 
 (a) for the purchase or payment of any such primary obligation; or 
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Credit Facilities” means (i) the senior secured credit facilities entered into in connection with, and on or prior to, the consummation of the Acquisition, as amended, restated, supplemented, waived, replaced (whether or not
upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or
otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued
thereunder or altering the maturity thereof, among the Issuer, Noranda Aluminum Acquisition Corporation, the subsidiary guarantors named therein, the financial institutions named therein, and Merrill Lynch Capital Corporation, as Administrative
Agent, and (ii) whether or not the Credit Facilities referred to in clause (i) remains outstanding, if designated by the Issuer to be included in the definition of “Credit Facilities,” one or more (A) debt facilities or
commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or
letters of credit, (B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any
other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to
time. 
 “Credit Facilities Documents” means the collective reference to the Credit Facilities, any notes issued pursuant thereto
and the guarantees, and collateral documents in respect thereof, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time. 
 “Credit Facilities Leverage Ratio” means, with respect to any Person at any date, the ratio of (i) the aggregate amount of all
Indebtedness (determined on a consolidated basis in accordance with GAAP) Incurred and outstanding pursuant to Section 4.03(b)(i) less the amount of cash and Cash Equivalents (other than cash and Cash Equivalents of Receivables Subsidiaries)
that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination, to (ii) EBITDA of such Person for the four full fiscal quarters
for which internal financial statements are available immediately preceding such date. The second sentence of the first paragraph of the 

  

 11 








 
definition of “Fixed Charge Coverage Ratio” and paragraphs 2, 3 and 4 thereof shall apply mutatis mutandis to the calculation of Credit Facilities
Leverage Ratio. 
 “Cumulative Credit” means the sum of (without duplication): 
 (1) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period, the “Reference Period”)
from April 1, 2007 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is
a deficit, minus 100% of such deficit), plus 
 (2) 100% of the aggregate net proceeds, including cash and the Fair Market
Value (as determined in good faith by the senior management or Board of Directors of the Issuer) of property other than cash, received by the Issuer after the Acquisition Notes Issue Date (other than net proceeds to the extent such net proceeds have
been used to Incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.03(b)(xix)) from the issue or sale of Equity Interests of the Issuer (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded
Contributions, Disqualified Stock and contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock, or Preferred Stock pursuant to Section 4.03(b)(xix), including Equity Interests issued upon
conversion of Indebtedness or Disqualified Stock or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its
Subsidiaries), plus 
 (3) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the
Fair Market Value (as determined in good faith by the senior management or Board of Directors of the Issuer) of property other than cash after the Acquisition Securities Issue Date (other than Excluded Contributions, Refunding Capital Stock,
Designated Preferred Stock, contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.03(b)(xix)), plus 
 (4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any
Disqualified Stock of the Issuer or any Restricted Subsidiary thereof issued after the Acquisition Securities Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for
Equity Interests in the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided that, in the case of any parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus 
 (5) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary in cash and the Fair Market Value (as determined in
good faith by the senior management or Board of Directors of the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary from: 
  

 12 








 (a) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of
the Issuer) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any
of its Restricted Subsidiaries) and from repayments of loans or advances (including the release of any guarantee that constituted a Restricted Investment when made) that constituted Restricted Investments (other than in each case to the extent that
the Restricted Investment was made pursuant to clause (vii) or (x) of Section 4.04(b)), 
 (b) the sale (other
than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary, or 
 (c) a
distribution or dividend from an Unrestricted Subsidiary, plus 
 (6) in the event any Unrestricted Subsidiary of the Issuer
has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary after the Acquisition Securities Issue
Date, the Fair Market Value (as determined in good faith by the senior management or Board of Directors of the Issuer or, if such Fair Market Value may exceed $25.0 million, in writing by an Independent Financial Advisor) of the Investment of the
Issuer in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking into account any Indebtedness associated with the Unrestricted Subsidiary so
designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary was made pursuant to clause (vii) or
(x) of Section 4.04(b) or constituted a Permitted Investment). 
 “Default” means any event which is, or after notice or
passage of time or both would be, an Event of Default. 
 “Designated Non-cash Consideration” means the Fair Market Value of
non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of
such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of Noranda Aluminum Acquisition Corporation or any direct or indirect parent of Noranda Aluminum Acquisition Corporation (other than Disqualified Stock),
that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an
Officer’s Certificate, on the issuance date thereof. 
  

 13 








 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which,
by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: 
 (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of
control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are not materially more disadvantageous to the Holders of the Securities than is customary in comparable transactions (as determined in
good faith by the senior management or Board of Directors of the Issuer), 
 (2) is convertible or exchangeable for
Indebtedness or Disqualified Stock of such Person, or 
 (3) is redeemable at the option of the holder thereof, in whole or in
part, 
 in each case prior to 91 days after the maturity date of the Securities or the date the Securities are no longer outstanding; provided,
however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified
Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability;
provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be
Disqualified Stock. 
 “Domestic Subsidiary” means a Restricted Subsidiary that is not a Foreign Subsidiary. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without
duplication, to the extent the same was deducted in calculating Consolidated Net Income (including with respect to the Issuer or Noranda Aluminum Acquisition Corporation, as the case may be, such amounts as were deducted from the Consolidated Net
Income of the Century Joint Ventures): 
 (1) Consolidated Taxes; plus 
 (2) Consolidated Interest Expense; plus 
 (3) Consolidated Non-cash Charges; plus 
 (4) business optimization expenses and other
restructuring charges or expenses (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, plant closures, retention, systems establishment costs 

  

 14 








 
and excess pension charges); provided that with respect to each business optimization expense or other restructuring charge, the Issuer shall have delivered
to the Trustee an Officer’s Certificate specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other restructuring charge, as the case may be; plus 
 (5) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors (or any accruals relating
to such fees and related expenses) during such period pursuant to the agreements between the Sponsors and the Issuer and its Subsidiaries as described in the Offering Memorandum and the Acquisition Securities Final Memorandum and as in effect on the
Acquisition Securities Issue Date; 
 less, without duplication, 
 (6) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items which
represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period and any items for which cash was received in a prior period). 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

 “Equity Offering” means any public or private sale after the Issue Date of common stock or Preferred Stock of the Issuer or any
direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), other than: 
 (1) public offerings
with respect to the Issuer’s or such direct or indirect parent’s common stock registered on Form S-8 or S-4; and 
 (2) any such public or private sale that constitutes an Excluded Contribution. 
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Exchange Offer Registration
Statement” means the registration statement filed with the SEC in connection with the Registered Exchange Offer. 
 “Excluded
Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by the senior management or the Board of Directors of the Issuer) received by the Issuer after the Acquisition Securities
Issue Date from: 
 (1) contributions to its common equity capital, and 
 (2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other
management or employee 

  

 15 








 
benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer, in each case designated as Excluded
Contributions pursuant to an Officer’s Certificate executed by an Officer of the Issuer on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be. 
 “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market
transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. 
 “First Priority Lien Obligations” means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries under the
agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a
Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management
services. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for
such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases, retires, extinguishes, defeases, discharges or redeems any Indebtedness (other than in
the case of revolving credit borrowings or revolving advances under any receivables financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period unless such
Indebtedness has been permanently repaid and has not been replaced) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated
but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase, retirement, extinguishment, defeasance, discharge or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable
four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions (including the Acquisition),
dispositions, mergers, amalgamations, consolidations (including the Transactions) and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the
Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of
this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations (including the Transactions)
discontinued operations and operational changes (and the change of any associated 

  

 16 








 
fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the
beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition (including the
Acquisition), disposition, merger, amalgamation, consolidation (including the Transactions), discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to
this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition (including the Acquisition), disposition, discontinued operation, merger, amalgamation,
consolidation (including the Transactions) or operational change had occurred at the beginning of the applicable four-quarter period. 
 For
purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may
include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably
expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in
footnote (3) to the “Summary Historical and Unaudited Pro Forma Financial Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter
period. 
 If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess
of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance
of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed
to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. 
 “Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: 
 (1)
Consolidated Interest Expense of such Person for such period, and 
 (2) all cash dividend payments (excluding items
eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries. 
  

 17 








 “Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of
the United States of America or any state or territory thereof or the District of Columbia and any direct or indirect Subsidiary of such Restricted Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the
Acquisition Securities Issue Date. 
 “Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the
Securities by any Person in accordance with the provisions of this Indenture. 
 “guarantee” means a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations. 
 “Guarantor” means any Person that Incurs a Guarantee by executing a supplemental indenture
substantially in the form of Exhibit C; provided that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under: 
 (1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and
currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to
protect such Person against fluctuations in currency exchange, interest rates or commodity prices. 
 “Holder” means the Person in
whose name a Security is registered on the Registrar’s books. 
 “Incur” means issue, assume, guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed
to be Incurred by such Person at the time it becomes a Subsidiary. 
 “Indebtedness” means, with respect to any Person (without
duplication): 
 (1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent,
(a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, 

  

 18 








 
without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except
(i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case Incurred in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the
balance sheet of such Person in accordance with GAAP, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit
and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, the Indebtedness of another Person (other than by endorsement of negotiable
instruments for collection in the ordinary course of business); and 
 (3) to the extent not otherwise included, Indebtedness
of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market
Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person; 
 provided, however,
that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues;
(3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) obligations under or in respect of Qualified Receivables Financing or
(5) obligations under the Acquisition Documents. 
 Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not
include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness
for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this
sentence shall not be deemed an Incurrence of Indebtedness under this Indenture. 
 “Indenture” means this Indenture as amended or
supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or
consultant, in each case of nationally recognized standing, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged. 
 “Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately
preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include November 14, 2007. 
  

 19 








 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade
Securities” means: 
 (1) securities issued or directly and fully guaranteed or insured by the U.S. government or any
agency or instrumentality thereof (other than Cash Equivalents), 
 (2) securities that have a rating equal to or higher than
Baa3 (or equivalent) by Moody’s or BBB- (or equivalent) by S&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advances between and among the Issuer and its Subsidiaries, 
 (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may
also hold immaterial amounts of cash pending investment and/or distribution, and 
 (4) corresponding instruments in countries
other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition. 
 “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions
(excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to
the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04: 
 (1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair
Market Value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the
Issuer shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 
 (a) the Issuer’s Investment in such Subsidiary at the time of such redesignation less 
 (b) the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and 
  

 20 








 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its
Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer. 
 “Issue Date” means the date on which the Securities are originally issued. 
 “Issuer” means the Company, but
not any of its Subsidiaries. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other
agreement to give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease or an option
or an agreement to sell be deemed to constitute a Lien. 
 “Management Group” means the group consisting of the directors,
executive officers and other management personnel of the Issuer, Noranda Aluminum Acquisition Corporation or any direct or indirect parent of the Issuer or Noranda Aluminum Acquisition Corporation, as the case may be, on the Issue Date together with
(1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Issuer , Noranda Aluminum Acquisition Corporation or any direct or indirect parent of the Issuer or Noranda Aluminum
Acquisition Corporation, as applicable, was approved by a vote of a majority of the directors of the Issuer, Noranda Aluminum Acquisition Corporation, or any direct or indirect parent of the Issuer or Noranda Aluminum Acquisition Corporation, as
applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Issuer, Noranda Aluminum Acquisition
Corporation or any direct or indirect parent of the Issuer, Noranda Aluminum Acquisition Corporation, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors
of the Issuer, Noranda Aluminum Acquisition Corporation or any direct or indirect parent of the Issuer or Noranda Aluminum Acquisition Corporation, as applicable. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of
the direct 

  

 21 








 
costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and
investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing
arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction, and any
deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition
thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Securities shall not include fees
or indemnifications in favor of the Trustee and other third parties other than the Holders of the Securities. 
 “Offering
Memorandum” means the offering memorandum relating to the offering of the Original Securities dated June 4, 2007. 
 “Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

 “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer or of a Subsidiary
or direct or indirect parent of the Issuer that is designated by the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer, the secretary or the principal accounting officer of the Issuer or such
Subsidiary or parent of the Issuer, as applicable, that meets the requirements set forth in this Indenture. 
 “Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee. 
 “Pari Passu Indebtedness” means: 
 (1) with respect to the Issuer, the Securities
and any Indebtedness which ranks pari passu in right of payment to the Securities; and 
 (2) with respect to any Guarantor,
its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Guarantee. 
 “Permitted
Holders” means, at any time, each of (i) the Sponsors and (ii) members of the Management Group. Any Person or group whose acquisition of beneficial 

  

 22 








 
ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will
thereafter, together with its Affiliates, constitute an additional Permitted Holder. 
 “Permitted Investments” means: 

(1) any Investment in the Issuer or any Restricted Subsidiary; 
 (2) any Investment in Cash Equivalents or Investment Grade Securities; 
 (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such Investment (a) such
Person becomes a Restricted Subsidiary of the Issuer, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its
assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer; 
 (4) any Investment in securities or
other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any
extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date; 

(6) advances to directors, officers or employees, taken together with all other advances made pursuant to this clause (6), not to
exceed $15.0 million at any one time outstanding; 
 (7) any Investment acquired by the Issuer or any of its Restricted
Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of
such other Investment or accounts receivable, (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in
default, or (c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; 
 (8) Hedging Obligations permitted under Section 4.03(b)(x); 
 (9) any Investment by the Issuer or any of its Restricted Subsidiaries in a Similar Business having an aggregate Fair Market Value, taken
together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 4.5% of Total Assets at the time of such 

  

 23 








 
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a
Restricted Subsidiary; 
 (10) additional Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate
Fair Market Value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 4.5% of Total Assets at the time of such
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment made pursuant to this clause (10) is
made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall cease to have been made pursuant
to this clause (10) for so long as such Person continues to be a Restricted Subsidiary; 
 (11) loans and advances to
officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or to fund such Person’s purchase of Equity Interests of the Issuer or
any direct or indirect parent of the Issuer; 
 (12) Investments the payment for which consists of Equity Interests of the
Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of
the definition of “Cumulative Credit”; 
 (13) any transaction to the extent it constitutes an Investment that is
permitted by and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (vi), and (xi)(B) of such Section); 
 (14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other
Persons; 
 (15) guarantees issued in accordance with Sections 4.03 and 4.11; 
 (16) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment or
purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; 
 (17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables 

  

 24 








 
Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any
related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an Equity Interest; 
 (18) any Investment in an entity or purchase of a business or assets in each case owned (or previously owned) by a customer of a
Restricted Subsidiary as a condition or in connection with such customer (or any member of such customer’s group) contracting with a Restricted Subsidiary, in each case in the ordinary course of business; 
 (19) additional Investments in joint ventures of the Issuer or any of its Restricted Subsidiaries existing on the Issue Date not to exceed
at any one time in the aggregate outstanding, the greater of $50.0 million and 4.5% of Total Assets at the time such Investment is made (plus an amount (without duplication of amounts reflected in Consolidated Net Income) equal to any return of
capital actually received in respect of Investments theretofore made pursuant to this clause (19) in the aggregate, as valued at the Fair Market Value (as determined in good faith by the senior management or Board of Directors of the Issuer or
Noranda Aluminum Acquisition Corporation, as appropriate) of such Investment at the time such Investment is made); provided, however, that if any Investment pursuant to this clause (19) is made in any Person that is not a
Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause
(1) above and shall cease to have been made pursuant to this clause (19) for so long as such Person continues to be a Restricted Subsidiary; 
 (20) Investments of a Restricted Subsidiary of the Issuer acquired after the Acquisition Securities Issue Date or of an entity merged into, amalgamated with, or consolidated with the Issuer or a Restricted Subsidiary
of the Issuer in a transaction that is not prohibited by Section 5.01 after the Acquisition Securities Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and
were in existence on the date of such acquisition, merger, amalgamation or consolidation; and 
 (21) any Investment in any
Subsidiary or joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business. 
 “Permitted Liens” means, with respect to any Person: 
 (1) pledges or deposits by
such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is
a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to 

  

 25 








 
which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary
course of business; 
 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other
proceedings for review; 
 (3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to
penalties for nonpayment or which are being contested in good faith by appropriate proceedings; 
 (4) Liens in favor of
issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6) (A) Liens securing an aggregate principal amount not to exceed the aggregate amount of Indebtedness permitted to be incurred pursuant
to clause (i) of Section 4.03(b) and (B) Liens securing Indebtedness permitted to be Incurred pursuant to clause (iv), (xii) or (xx) of Section 4.03(b) (provided that in the case of clause (xx), such Lien does not
extend to the property or assets of any Subsidiary of the Issuer other than a Foreign Subsidiary); 
 (7) Liens existing on
the Acquisition Securities Issue Date; 
 (8) Liens on assets or property at the time the Issuer acquired the assets or
property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such
acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer; 
 (9) Liens securing Hedging Obligations not Incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness; 

(10) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or 

  

 26 








 
created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
 (11) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or
any of its Restricted Subsidiaries; 
 (12) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Issuer in the ordinary course of business; 
 (13) Liens in favor of the Issuer or any
Guarantor; 
 (14) Liens on accounts receivable and related assets of the type specified in the definition of
“Receivables Financing” Incurred in connection with a Qualified Receivables Financing; 
 (15) deposits made in the
ordinary course of business to secure liability to insurance carriers; 
 (16) Liens on the Equity Interests of Unrestricted
Subsidiaries; 
 (17) grants of software and other technology licenses in the ordinary course of business; 
 (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6)(A), (7), (8), (9), and (17); provided, however, that (x) such new Lien shall be limited to all or
part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under clauses (6)(A), (7), (8), (9) and (17) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees
and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any refinancing, refunding, extension or renewal of Indebtedness secured
by a Lien referred to in clause (6)(A), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause (6)(A) and not this clause (18) for purposes of
determining the principal amount of Indebtedness outstanding under clause (6)(A) and for purposes of the definition of Secured Bank Indebtedness; 
 (19) Liens on equipment of the Issuer granted in the ordinary course of business to the Issuer’s client at which such equipment is located; 
  

 27 








 (20) judgment and attachment Liens not giving rise to an Event of Default and notices of
lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 
 (21) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the
ordinary course of business; 
 (22) Liens incurred to secure cash management services or to implement cash pooling
arrangements in the ordinary course of business; 
 (23) Liens arising by virtue of any statutory or common law provisions
relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution; 
 (24) any interest or title of a lessor under any Capitalized Lease Obligations; 
 (25) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar
arrangement pursuant to any joint venture or similar agreement; 
 (26) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 
 (27) Liens
solely on any cash earnest money deposits made by the Issuer in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; 
 (28) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents; and 
 (29) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $20.0 million at any one
time outstanding. 
 “Person” means any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “PIK Interest” means interest owed with respect to the Securities paid via a PIK Payment. 
 “PIK Payment” means an interest payment with respect to the Securities made by increasing the outstanding principal amount of the Securities or issuing Additional Securities. 
 “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up.

 “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable,
from the Issuer or any Subsidiary of the 

  

 28 








 
Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price
that is not paid by cash or a contribution of equity. 
 “Qualified Receivables Financing” means any Receivables Financing of a
Receivables Subsidiary that meets the following conditions: 
 (1) the Board of Directors of the Issuer shall have determined
in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the Receivables Subsidiary; 
 (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good
faith by the senior management or Board of Directors of the Issuer); and 
 (3) the financing terms, covenants, termination
events and other provisions thereof shall be market terms (as determined in good faith by the senior management or Board of Directors of the Issuer) and may include Standard Securitization Undertakings. 
 The grant of a security interest in any accounts receivable of the Issuer or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to
secure Bank Indebtedness, Indebtedness in respect of the Securities or any Refinancing Indebtedness with respect to the Securities shall not be deemed a Qualified Receivables Financing. 
 “Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Securities for
reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer or any direct or indirect parent of the
Issuer as a replacement agency for Moody’s or S&P, as the case may be. 
 “Receivables Fees” means distributions or
payments made directly or by means of discounts with respect to any participation interests issued or sold in connection with, and all other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

 “Receivables Financing” means any transaction or series of transactions that may be entered into by the Issuer or any of its
Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in
the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted in connection with 

  

 29 








 
asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection
with such accounts receivable. 
 “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a
Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. 
 “Receivables Subsidiary” means a Wholly Owned Restricted Subsidiary of the Issuer (or another Person formed for the purposes of engaging in Qualified Receivables Financing with the Issuer in which the Issuer
or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts
receivable of the Issuer and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated
by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and: 
 (a) no portion of the
Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or
asset of the Issuer or any other Subsidiary of the Issuer, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 
 (b) with which neither the Issuer nor any other Subsidiary of the Issuer has any material contract, agreement, arrangement or
understanding other than on terms which the Issuer reasonably believes to be no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer; and 
 (c) to which neither the Issuer nor any other Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s
financial condition or cause such entity to achieve certain levels of operating results. 
 Any such designation by the Board of Directors of
the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the foregoing conditions. 
 “Representative” means the trustee, agent or representative (if any) for an issue of
Indebtedness; provided that if, and for so long as, such Indebtedness lacks such a Representative, 

  

 30 








 
then the Representative for such Indebtedness shall at all times constitute the holder or holders of a majority in outstanding principal amount of
obligations under such Indebtedness. 
 “Representative Amount” means a principal amount of not less than $1.0 million for a single
transaction in the relevant market at the relevant time. 
 “Restricted Investment” means an Investment other than a Permitted
Investment. 
 “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted
Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer. 
 “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such
property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer. 
 “S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof. 
 “SEC” means the Securities and Exchange Commission. 
 “Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred pursuant to clause (6)(A) of the definition of Permitted Lien. 
 “Secured Indebtedness” means any Indebtedness secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

 “Similar Business” means a business, the majority of whose revenues are derived from the activities of the Issuer and its
Subsidiaries as of the Issue Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 
 “Sponsors” means (i) (x) one or more investment funds controlled by Apollo Management Holdings, L.P. or Apollo Management VI, L.P.
and (y) Apollo Management Holdings, L.P., Apollo Management VI, L.P. and any of their respective Affiliates (collectively, the “Apollo Sponsors”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo 

  

 31 








 
Sponsors; provided that, in the case of clause (ii), the Apollo Sponsors (x) own a majority of the voting power and (y) control a majority of the
Board of Directors of the Issuer. 
 “Standard Securitization Undertakings” means representations, warranties, covenants,
indemnities and guarantees of performance entered into by the Issuer or any Subsidiary of the Issuer which the senior management or Board of Directors of the Issuer has determined in good faith to be customary in a Receivables Financing including,
without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred). 
 “Stock Purchase Agreement” means that
certain Stock Purchase Agreement, dated as of April 10, 2007, by and between Noranda Finance Inc., Noranda Aluminum Acquisition Corporation and Xstrata (Schweiz) A.G., as amended, supplemented or modified from time to time prior to the
Acquisition Securities Issue Date or thereafter (so long as any amendment, supplement or modification after the Acquisition Securities Issue Date, together with all other amendments, supplements and modifications after the Acquisition Securities
Issue Date, taken as a whole, is not more disadvantageous to the holders of the Securities in any material respect than the Stock Purchase Agreement as in effect on the Acquisition Securities Issue Date). 
 “Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in
right of payment to the Securities, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee. 
 “Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint
venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited liability company of which
(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the
other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner
or otherwise controls such entity. For the avoidance of doubt, the Century Joint Ventures will not constitute Subsidiaries. 
  

 32 








 “Tax Distributions” means any distributions described in Section 4.04(b)(xii). 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this Indenture. 
 “Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as shown on the most recent balance sheet of
the Issuer; provided that the pro forma consolidated balance sheet of the Issuer as of December 31, 2006 included in the Offering Memorandum shall be deemed to be the first balance sheet of the Issuer. 
 “Transactions” means the Acquisition and the transactions related thereto, the offering of the Acquisition Securities and borrowings made
pursuant to the Credit Facilities on the Acquisition Securities Issue Date. 
 “Treasury Rate” means, with respect to the
Securities, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) (“Statistical Release”) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from such redemption date to May 15, 2008; provided, however, that if the period from such redemption date to May 15, 2008 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trust Officer” means: 

(1) any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such Person’s knowledge of and familiarity with the particular subject, and 
 (2) who
shall have direct responsibility for the administration of this Indenture. 
 “Trustee” means the party named as such in the
Preamble to this Indenture until a successor replaces it and, thereafter, means the successor. 
 “Uniform Commercial Code” means
the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of
Directors of such Person in the manner provided below; and 
  

 33 








 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has
recourse to any of the assets of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either: 
 (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 
 (b) if such Subsidiary
has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. 
 The Board of Directors of the Issuer may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: 
 (x) (A) if the designated Subsidiary is a Subsidiary of the Issuer or any of its Restricted Subsidiaries (but is not a Subsidiary of
Noranda Aluminum Acquisition Corporation or any of its Restricted Subsidiaries) (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (x) of the proviso of
Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a
pro forma basis taking into account such designation, and (B) if the designated Subsidiary is a Subsidiary of Noranda Aluminum Acquisition Corporation or any of its Restricted Subsidiaries (1) Noranda Aluminum Acquisition Corporation could
incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (y) of the proviso of Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for Noranda Aluminum Acquisition Corporation and
its Restricted Subsidiaries would be greater than such ratio for Noranda Aluminum Acquisition Corporation and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation,
and 
 (y) no Event of Default shall have occurred and be continuing. 
 Any such designation by the Board of Directors of the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Government Obligations” means securities that are: 
  

 34 








 (1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged, or 
 (2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that
(except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the
specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt. 
 “Voting
Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the
quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to
such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments. 
 “Wholly Owned Restricted
Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a
Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required to be held by Foreign Subsidiaries) shall at the time be owned by such Person or
by one or more Wholly Owned Subsidiaries of such Person. 
 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined
 in Section

	“Add-On Securities”	  	Preamble
	“Additional Interest”	  	Appendix A
	“Affiliate Transaction”	  	4.07(a)
	“Appendix”	  	Preamble
	“Asset Sale Offer”	  	4.06(b)
	“Bankruptcy Law”	  	6.01

  

 35 









			
	“Change of Control Offer”	  	4.08(b)
	“covenant defeasance option”	  	8.01
	“Covenant Suspension Event”	  	4.14(a)
	“Custodian”	  	6.01
	“Definitive Security”	  	Appendix A
	“Depository”	  	Appendix A
	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.06(b)
	“Exchange Securities”	  	Preamble
	“Global Securities”	  	Appendix A
	“Global Securities Legend”	  	Appendix A
	“Guaranteed Obligations”	  	10.01(a)
	“IAI”	  	Appendix A
	“incorporated provision”	  	11.01
	“Initial Purchaser”	  	Appendix A
	“Initial Securities”	  	Preamble
	“legal defeasance option”	  	8.01
	“Notice of Default”	  	6.01
	“Offer Period”	  	4.06(d)
	“Original Securities”	  	Preamble
	“Paying Agent”	  	2.04(a)
	“protected purchaser”	  	2.08
	“QIB”	  	Appendix A
	“Refinancing Indebtedness”	  	4.03(b)(xiv)
	“Refunding Capital Stock”	  	4.04(b)(ii)
	“Registered Exchange Offer”	  	Appendix A
	“Registration Rights Agreement”	  	Appendix A
	“Registrar”	  	2.04(a)
	“Regulation S”	  	Appendix A
	“Regulation S Securities”	  	Appendix A
	“Restricted Payments”	  	4.04(a)
	“Restricted Period”	  	Appendix A
	“Restricted Securities Legend”	  	Appendix A
	“Retired Capital Stock”	  	4.04(b)(ii)(A)
	“Reversion Date”	  	4.14(b)
	“Rule 501”	  	Appendix A
	“Rule 144A”	  	Appendix A
	“Rule 144A Securities”	  	Appendix A
	“Second Commitment”	  	4.06(b)
	“Securities”	  	Preamble
	“Securities Custodian”	  	Appendix A
	“Shelf Registration Statement”	  	Appendix A
	“Successor Company”	  	5.01(a)(i)
	“Successor Guarantor”	  	5.01(b)(i)
	“Suspended Covenants”	  	4.14(a)
	“Suspension Period”	  	4.14(b)

  

 36 









			
	“Transfer”	  	5.01
	“Transfer Restricted Securities”	  	Appendix A
	“Unrestricted Definitive Security”	  	Appendix A

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture
incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings: 
 “indenture
securities” means the Securities and the Guarantees. 
 “indenture security holder” means a Holder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or “institutional trustee” means the Trustee. 
 “obligor”
on the indenture securities means the Company, the Guarantors and any other obligor on the Securities. 
 All other TIA terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of Construction. Unless the context otherwise requires: 
 (a) a
term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d) “including” means including without limitation; 
 (e) words in the singular include the plural and words in the plural include the singular; 
 (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness; 
 (g) the principal amount of any non-interest bearing or other discount security at any date shall
be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; 
 (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock, whichever is greater; 
  

 37 








 (i) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; 
 (j) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America
that at the time of payment is legal tender for payment of public and private debts; and 
 (k) whenever in this Indenture or
the Securities there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Securities, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in
such context, Additional Interest are, were or would be payable in respect thereof. 
 SECTION 1.05. Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the
holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such
execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register. 
 (d) Any request, demand,
authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
  

 38 








 (e) The Issuer may, in the circumstances permitted by the TIA, set a record date for
purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given
or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall
be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 
 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by
a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take,
by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may
provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note
held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization,
direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made,
given or taken more than 90 days after such record date. 
 ARTICLE 2 
 THE SECURITIES 
 SECTION 2.01. Amount of Securities. The aggregate
principal amount of Securities which may be authenticated and delivered under this Indenture on the Issue Date is $220,000,000. 
  

 39 








 In connection with the payment of PIK Interest, the Company is entitled to, without the consent of the
Holders, increase the outstanding principal amount of the Securities or issue Additional Securities under this Indenture on the same terms and conditions as the Securities offered hereby. 
 In addition, the Issuer may from time to time after the Issue Date issue Add-On Securities under this Indenture in an unlimited principal amount, so long
as (i) the Incurrence of the Indebtedness represented by such Add-On Securities is at such time permitted by Section 4.03 and (ii) such Add-On Securities are issued in compliance with the other applicable provisions of this Indenture.
With respect to any Add-On Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.09,
2.10, 3.06, 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of such Add-On Securities: 
 (1)
the aggregate principal amount of such Add-On Securities which may be authenticated and delivered under this Indenture, 
 (2)
the issue price and issuance date of such Add-On Securities, including the date from which interest on such Add-On Securities shall accrue; 
 (3) if applicable, that such Add-On Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of
any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any
such Global Security may be exchanged in whole or in part for Add-On Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global
Security or a nominee thereof; and 
 (4) if applicable, that such Add-On Securities that are not Transfer Restricted
Securities shall not be issued in the form of Original Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. 
 If any of the terms of any Add-On Securities are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate
record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or the indenture supplemental hereto setting forth the
terms of the Add-On Securities. 
 The Securities, including any Additional Securities and Add-On Securities, shall be treated as a single
class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. 
  

 40 








 SECTION 2.02. Form and Dating. Provisions relating to the Original Securities, Add-On Securities
and the Exchange Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Original Securities and the Trustee’s certificate of authentication, (ii) any Add-On
Securities (if issued as Transfer Restricted Securities) and the Trustee’s certificate of authentication and (iii) any Additional Securities (if issued as Transfer Restricted Securities) and the Trustee’s certificate of authentication
shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Securities and the Trustee’s certificate of authentication, (ii) any Add-On
Securities issued other than as Transfer Restricted Securities and the Trustee’s certificate of authentication, and (iii) any Additional Securities issued other than as Transfer Restricted Securities and the Trustee’s certificate of
authentication shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Security shall be dated the date of its authentication. The Securities
shall be issuable only in registered form without interest coupons and in denominations of $2,000 and any integral multiples of $1,000, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and
any integral multiple thereof, and any increase in the principal amount of the Securities as a result of a PIK Payment may be made in integral multiples of $1.00. 
 SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original
issue on the date hereof in an aggregate principal amount of $220,000,000, consisting of $220,000,000 in initial aggregate principal amount of Senior Floating Rate Notes due 2014, (b) subject to the terms of this Indenture, Add-On Securities in
an aggregate principal amount to be determined at the time of issuance and specified therein, (c) subject to the terms of this Indenture, Additional Securities issued in connection with a PIK Payment, and (d) the Exchange Securities for
issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act.
Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. Notwithstanding
anything to the contrary in this Indenture or the Appendix, any issuance of Securities after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000, except that Additional Securities
issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof, and any increase in the principal amount of the Securities as a result of a PIK Payment may be made in integral multiples of $1.00.

 One Officer shall sign the Securities for the Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless. 
  

 41 








 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate
of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be
furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 SECTION 2.04. Registrar and Paying Agent. (a) The Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an
office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar, Paying Agent
and the Securities Custodian with respect to the Global Securities. 
 (b) The Issuer may enter into an appropriate agency
agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee
of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its
domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
 (c) The Issuer may remove any
Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a
successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as
Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that
the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08. 
 SECTION 2.05. Paying Agent to Hold Money in Trust. On each due date of the principal of and interest on any Security, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned Subsidiary is acting as Paying
Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing
that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee 

  

 42 








 
all money held by a Paying Agent for the payment of principal of and interest on the Securities, and shall notify the Trustee of any default by the Issuer in
making any such payment. If the Issuer or a Wholly Owned Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuer at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the
Trustee. 
 SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. 
 SECTION 2.07. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are
met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of
Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. 
 Prior to the due presentation for registration of transfer of any Security, the Issuer, the Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, any
Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 
 Any Holder of a beneficial interest
in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security
(or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. 
  

 43 








 All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
 SECTION 2.08. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer
shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after
such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by
a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder
shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the
Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security
has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. 
 Every replacement Security is an additional obligation of the Issuer. 
 The provisions of this
Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities. 
 SECTION 2.09. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.07, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

 If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be
outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.08. 
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or
maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to
the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 
  

 44 








 SECTION 2.10. Temporary Securities. In the event that Definitive Securities are to be issued under
the terms of this Indenture, until such Definitive Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities
but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Securities and make them available for delivery in exchange
for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder. Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as
Definitive Securities. 
 SECTION 2.11. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation.
The Registrar and each Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer,
exchange, payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures. The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.
The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture. 
 SECTION
2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest then borne by the Securities (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of
the Trustee and shall promptly mail or cause to be mailed to each affected Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
 SECTION 2.13. CUSIP Numbers, ISINs, etc. The Issuer in issuing the Securities may use CUSIP numbers, ISINs and “Common Code” numbers (if
then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers, either as printed on the Securities or as contained in any notice of a redemption that reliance may be placed only on the other identification numbers printed on the Securities and that
any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common Code” numbers. 
 SECTION 2.14. Calculation of Principal Amount of Securities. The aggregate principal amount of the Securities, at any date of determination, shall
be the principal amount of the Securities outstanding at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the
Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Securities, the Holders of which have so consented, by (b) the aggregate
principal amount, as of 

  

 45 








 
such date of determination, of the Securities then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and
Section 11.07 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. 
 ARTICLE 3 
 REDEMPTION

 SECTION 3.01. Redemption. The Securities may be redeemed, in whole, or from time to time in part, subject to the conditions and
at the redemption prices set forth in Paragraphs 5 and 6 of the form of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest
to the redemption date. 
 SECTION 3.02. Applicability of Article. Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 
 SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Securities pursuant to the optional redemption provisions of Paragraph 5 of the Security, it shall notify the Trustee in writing of (i) the Section of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be redeemed and (iv) the redemption price. The Issuer shall give notice to the Trustee provided for in this
paragraph at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the Security, unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officer’s
Certificate and Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the
Company and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect. 
 SECTION 3.04. Selection of Securities to Be Redeemed. In the case of any partial redemption, selection of
Securities for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or if the Securities are not so listed, on a pro rata basis, by lot
or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $2,000 or less shall be redeemed in part. If any Security is to be redeemed in
part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee
may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in amounts of $2,000 or any integral multiple of $1,000, except for Additional
Securities, which may be redeemed in whole regardless of the amounts thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for 

  

 46 








 
redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 
 SECTION 3.05. Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5
of the Security, the Issuer shall mail or cause to be electronically delivered or mailed by first-class mail a notice of redemption to each Holder whose Securities are to be redeemed. 
 Any such notice shall identify the Securities to be redeemed and shall state: 
 (i) the redemption date; 
 (ii) the redemption price and the amount of accrued interest to the redemption date; 
 (iii)
the name and address of the Paying Agent; 
 (iv) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price, plus accrued interest; 
 (v) if fewer than all the outstanding Securities are to be
redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial
redemption; 
 (vi) that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from
making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and 
 (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number,
if any, listed in such notice or printed on the Securities. 
 (b) At the Issuer’s request, the Trustee shall give the
notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section at least three Business Days prior to the date such notice is to be
provided to Holders and such notice may not be canceled. 
 SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.05, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in the final sentence of paragraph 5 of the Securities.
Upon surrender to the Paying 

  

 47 








 
Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date;
provided, however, that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant
record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 
 SECTION 3.07. Deposit of Redemption Price. With respect to any Securities, prior to 10:00 a.m., New York City time, on the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Wholly Owned
Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities
called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Issuer has
deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Securities to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture.

 SECTION 3.08. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the
Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 
 ARTICLE 4 
 COVENANTS 
 SECTION 4.01. Payment of Securities. The Issuer shall pay the principal of and interest on the Securities on the dates and in the manner provided
in the Securities and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New York City time money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. 
 The Issuer shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of
interest at the same rate borne by the Securities to the extent lawful. 
 SECTION 4.02. Reports and Other Information.
Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant
to rules and regulations promulgated by the SEC, the Issuer shall provide the Trustee and Holders with, without cost to each Holder: 
  

 48 








 (1) within 15 days (30 days for the first annual report provided following the Issue Date if the Issuer
is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act) after the time period specified in the SEC’s rules and regulations with respect to issuers as to which Section 13 and 15(d) of the Exchange Act
do apply, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); 
 (2) within 15 days (30 days for the first three quarterly reports provided following the Issue Date if the Issuer is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act) after the time period specified in the SEC’s rules and regulations with respect to issuers as to which Section 13 and 15(d) of the Exchange Act do apply, reports on Form 10-Q
(or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), it being expressly understood that the first of such quarterly reports to be furnished to the
Holders of the Securities shall be a report with respect to the quarter ended June 30, 2007; and 
 (3) promptly from time to time after
the occurrence of an event required to be therein reported (and in any event within 15 days (30 days for reports furnished or filed within the first calendar year following the Issue Date if the Issuer is not subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act) after the time period specified in the SEC’s rules and regulations, were the same applicable), such other reports on Form 8-K (or any successor or comparable form); 
 provided, however, that in each case, such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration
Statement or Shelf Registration Statement, shall be subject to exceptions consistent with the presentation of financial information in the Offering Memorandum. The Issuer will make the information described above available to prospective purchasers
of the Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries, in addition to providing such information to the Trustee and the Holders, in each case within 15 days (or 30 as the case may be) after the
time the Issuer would be required to file such information with the SEC. For the avoidance of doubt, prior to such time as the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the aforementioned
documents shall not be required to contain any more information than would be required of the Issuer if the Issuer were then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act in respect of the Securities (and not
in respect of any other class of securities of the Issuer or its Subsidiaries). 
 Notwithstanding the foregoing, the Issuer shall not be
required to include in any such reports any information, certificates or reports required by Item 307 or 308 of Regulation S-K or any Exhibits required by Regulation S-K prior to the effectiveness of the Exchange Offer 

  

 49 








 
Registration Statement with respect to the Securities and thereafter, only to the extent then required by Regulation S-K with respect to the Issuer.

 The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any
Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act furnish to the Holders of the Securities and to prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 Notwithstanding the foregoing, the Issuer will be deemed to have furnished
such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, such requirements shall be deemed satisfied prior to
the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities or the effectiveness of the shelf registration statement by the filing with the SEC of the Exchange Offer Registration Statement
and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such Registration Statement and/or amendments thereto are filed at times that otherwise satisfy the time
requirements set forth in this Section 4.02. 
 Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have
failed to comply with any of its agreements pursuant to this Section 4.02 for purposes of Section 6.01(d) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or
the Trustee) pursuant to this Section 4.02. 
 In the event that the rules and regulations of the SEC permit the Issuer and any direct
or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or
indirectly, of the Capital Stock of the Issuer, the Issuer may satisfy its obligations under this Section 4.02 prior to the effectiveness of the financial information relating to the Issuer by furnishing financial information relating to such
parent. 
 In the event that any direct or indirect parent of the Issuer becomes a Guarantor of the Securities, the Issuer may satisfy its
obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that the same is accompanied by consolidating information
that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the
Issuer, the Subsidiaries that are Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand. 
 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided,
however, that (x) the 

  

 50 








 
Issuer and any Restricted Subsidiary (other than Noranda Aluminum Acquisition Corporation and any Restricted Subsidiary of Noranda Aluminum Acquisition
Corporation) may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and such Restricted Subsidiary (other than Noranda Aluminum Acquisition Corporation and any Restricted Subsidiary of Noranda Aluminum
Acquisition Corporation) may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Issuer for the most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 1.75 to 1.00 and (y) Noranda Aluminum Acquisition Corporation and any Restricted Subsidiary of
Noranda Aluminum Acquisition Corporation may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of Noranda Aluminum
Acquisition Corporation for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or
Preferred Stock is issued would have been at least 2.00 to 1.00, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified
Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. 
 (b) The limitations set forth in Section 4.03(a) shall not apply to: 
 (i) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under the Credit Facilities and the issuance and creation
of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to the greater of (a) an aggregate principal amount
of $950.0 million at any one time outstanding and (b) an aggregate principal amount that does not cause the Credit Facilities Leverage Ratio of the Issuer, at the time of incurrence, to exceed 2.75 to 1.00 on a pro forma basis from the Issue
Date through December 31, 2008, and 3.00 to 1.00 on a pro forma basis at all times thereafter (in both cases including a pro forma application of the net proceeds therefrom); 
 (ii) the Incurrence by the Issuer and the Guarantors, if any, of Indebtedness represented by the Securities (not including any Add-On
Securities, but including Additional Securities in respect of PIK Interest) and the Guarantees, if any (including the Exchange Securities and related Guarantees, if any, and Additional Securities issued from time to time as payment of PIK Interest
on the Securities and any increase in the principal amount of the Securities as a result of a PIK Payment); 
 (iii)
Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b)), including without limitation the Acquisition Securities issued on the Acquisition Securities Issue 

  

 51 








 
Date (including exchange Acquisition Securities and related guarantees, if any, and any PIK Interest with respect thereto); 
 (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified
Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Issuer to finance (whether prior to or within 270 days after) the purchase, lease, construction or improvement of
property (real or personal) (whether through the direct purchase of property or the Capital Stock of any Person owning such property); provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock Incurred pursuant to
this clause (iv) of this Section 4.03(b) shall not exceed the greater of $50.0 million and 5% of Total Assets at any one time outstanding; 
 (v) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business,
including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance,
and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding
workers’ compensation claims; 
 (vi) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the Transactions or any other acquisition or disposition of any business, assets or a Subsidiary of the Issuer in
accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 
 (vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided that, except in respect of intercompany current liabilities
Incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries, any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor shall be subordinated in right of payment
to the obligations of the Issuer under the Securities; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any
subsequent issuance or 

  

 52 








 
transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred
Stock; 
 (ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to
the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (x)
Hedging Obligations that are not incurred for speculative purposes and are either: (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding;
(2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales or (4) for any
combination of the foregoing; 
 (xi) obligations (including reimbursement obligations with respect to letters of credit and
bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary course of business or consistent with past practice or industry practice;

 (xii) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and Preferred Stock of
any Restricted Subsidiary of the Issuer not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified
Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed the greater of $50.0 million and 4.5% of Total Assets at the time of Incurrence (it being understood that any Indebtedness Incurred under this
clause (xii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Issuer, or the Restricted
Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii)); 
 (xiii) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the
Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that 

  

 53 








 
if such Indebtedness is incurred by the Issuer and is by its express terms subordinated in right of payment to the Securities, any such guarantee with
respect to such Indebtedness of the Issuer shall be subordinated in right of payment to the Securities substantially to the same extent as such Indebtedness is subordinated to the Securities; 
 (xiv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a
Restricted Subsidiary of the Issuer which serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xiv), (xv),
(xix) and (xx) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund, refinance or defease such Indebtedness, Disqualified Stock or Preferred Stock, including any Indebtedness,
Disqualified Stock or Preferred Stock Incurred to pay premiums (including tender premiums), expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective
maturity; provided, however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity
at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased
and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded, refinanced or defeased that were due on or after the date that is one year
following the maturity date of any Securities then outstanding were instead due on such date; 
 (2) has a Stated Maturity
which is not earlier than the earlier of (x) the Stated Maturity of the Indebtedness being refunded, refinanced or defeased or (y) 91 days following the maturity date of the Securities; 
 (3) to the extent such Refinancing Indebtedness refinances (a) Indebtedness subordinated to the Securities, such Refinancing
Indebtedness is subordinated to the Securities or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; 
 (4) is Incurred in an aggregate amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less
than the aggregate amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium, expenses, costs and fees Incurred in connection with such refinancing;

  

 54 








 (5) does not include Indebtedness of the Issuer or a Restricted Subsidiary that
refinances Indebtedness of an Unrestricted Subsidiary; and 
 (6) in the case of any Refinancing Indebtedness Incurred to
refinance Indebtedness outstanding under clause (iv) or (xx) of this Section 4.03(b), shall be deemed to have been Incurred and to be outstanding under such clause (iv) or (xx) of this Section 4.03(b), as applicable,
and not this clause (xiv) for purposes of determining amounts outstanding under such clause (iv) or (xx) of this Section 4.03(b); 
 provided, further, that subclauses (1) and (2) of this clause (xiv) shall not apply to any refunding or refinancing of (A) the Securities, (B) any Indebtedness of Noranda
Aluminum Acquisition Corporation and its Subsidiaries, including the Acquisition Securities, or (C) any Secured Indebtedness. 
 (xv) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or any of its Restricted Subsidiaries Incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any of its Restricted
Subsidiaries or merged or amalgamated with or into the Issuer or any of its Restricted Subsidiaries in accordance with the terms of this Indenture; provided, however, that after giving effect to such acquisition, merger or
amalgamation, either: 
 (1) the aggregate principal amount of outstanding Indebtedness, Disqualified Stock or Preferred
Stock Incurred to finance acquisitions after the Acquisition Securities Issue Date pursuant to this subclause (1) that remains outstanding does not exceed $100.0 million; or 
 (2)(A) in the case of Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries (other than Noranda
Aluminum Acquisition Corporation or any Restricted Subsidiaries of Noranda Aluminum Acquisition Corporation), (x) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in clause (x) of the proviso of Section 4.03(a), or (y) the Fixed Charge Coverage Ratio of the Issuer would be greater than immediately prior to such acquisition, merger, consolidation or amalgamation; or (B) in the
case of Indebtedness, Disqualified Stock or Preferred Stock of Noranda Aluminum Acquisition Corporation or any Restricted Subsidiaries of Noranda Aluminum Acquisition Corporation, (x) Noranda Aluminum Acquisition Corporation would be permitted
to Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (y) of the proviso of Section 4.03(a), or (y) the Fixed Charge Coverage Ratio of Noranda Aluminum Acquisition Corporation
would be greater than immediately prior to such acquisition, merger, consolidation or amalgamation; or 
  

 55 








 (3) such Indebtedness, Disqualified Stock or Preferred Stock (A) is unsecured
Subordinated Indebtedness with subordination terms no more favorable to the Holders thereof than subordination terms that are customarily obtained in connection with “high-yield” senior subordinated note issuances at the time of
Incurrence, (B) is not incurred while a Default exists and no Default shall result therefrom, and (C) does not mature (and is not mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) and does not require any payment
of principal prior to the final maturity of the Securities; 
 (xvi) Indebtedness Incurred by a Receivables Subsidiary in a
Qualified Receivables Financing that is not recourse to the Issuer or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); 
 (xvii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that such Indebtedness is extinguished within ten Business Days of its Incurrence; 
 (xviii) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the
Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; 
 (xix) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference not exceeding at any time outstanding 200% of the net cash
proceeds received by the Issuer and the Restricted Subsidiaries since immediately after the Acquisition Securities Issue Date from the issue or sale of Equity Interests of the Issuer or any direct or indirect parent entity of the Issuer (which
proceeds are contributed to the Issuer or a Restricted Subsidiary) or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, the Issuer
or any of its Subsidiaries), as determined in accordance with clauses (B) and (C) of the definition of Cumulative Credit, to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted
Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) of this Indenture or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof);

 (xx) Indebtedness of Foreign Subsidiaries, provided, however, that the aggregate principal amount of
Indebtedness Incurred under this clause (xx), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xx) and any Refinancing Indebtedness in 

  

 56 








 
respect thereof, does not exceed the greater of $50.0 million and 4.5% of Total Assets at the time of Incurrence (it being understood that any Indebtedness
Incurred under this clause (xx) shall cease to be deemed Incurred or outstanding for purposes of this clause (xx) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Foreign
Subsidiary could have Incurred such Indebtedness under Section 4.03(a), and the other provisions of this Indenture, without reliance on this clause (xx)); 
 (xxi) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or
(y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 
 (xxii)
Indebtedness arising as a result of implementing composite accounting or other cash pooling arrangements involving solely the Issuer and the Restricted Subsidiaries or solely among Restricted Subsidiaries and entered into the ordinary course of
business; 
 (xxiii) Indebtedness issued by the Issuer or a Restricted Subsidiary to current or former officers, directors and
employees thereof or any direct or indirect parent thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any of its direct or indirect parent
companies to the extent permitted under Section 4.04(b)(iv); and 
 (xxiv) Indebtedness incurred on behalf of, or
representing guarantees of Indebtedness of, joint ventures of the Issuer or any Restricted Subsidiary not in excess, at any one time outstanding, of the greater of $25 million and 2.0% of Total Assets at the time that such Indebtedness is incurred.

 For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness, Disqualified Stock or
Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xxiv) above or is entitled to be Incurred pursuant to
Section 4.03(a), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock in any manner that complies with this
Section 4.03; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be deemed to have been Incurred on such date in reliance on clause (i) of this Section 4.03(b). The Issuer will also be
entitled to treat a portion of Indebtedness as having been Incurred under Section 4.03(a) and thereafter the remainder of such Indebtedness, Disqualified Stock or Preferred Stock as having been Incurred under this Section 4.03(b). Accrual
of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness with the same terms (including any PIK Payment on the Securities or the Acquisition Securities), the payment of dividends on Preferred Stock
in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies shall not be deemed to be an Incurrence of 

  

 57 








 
Indebtedness for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is
otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of
credit, as the case may be, was in compliance with this Section 4.03. 
 For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance
other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing,
such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 SECTION 4.04. Limitation on Restricted Payments. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly: 
 (i) declare or pay any dividend or make any distribution on account of the Issuer’s or any of
its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions by the Issuer payable solely in Equity
Interests (other than Disqualified Stock) of the Issuer; (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a
Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of
securities); or (C) dividends or distributions made by the Issuer on or after the Issue Date with proceeds of the Securities (not including any Add-On Securities, other than Additional Securities in respect of PIK Interest); 
 (ii) purchase or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer,
other than purchases, acquisitions or retirement for value made on or after the Issue Date with proceeds of the Securities (not including any Add-On Securities, other than Additional Securities in respect of PIK Interest); 
 (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any
scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a
sinking 

  

 58 








 
fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance,
acquisition or retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or 
 (iv) make any Restricted Investment 
 (all such payments and other actions set forth in clauses (i) through (iv) above being collectively
referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (2) no Default shall have
occurred and be continuing or would occur as a consequence thereof; 
 (3) (i) with respect to a Restricted Payment by the
Issuer or any Restricted Subsidiary of the Issuer (other than Noranda Aluminum Acquisition Corporation or any Restricted Subsidiaries of Noranda Aluminum Acquisition Corporation), immediately after giving effect to such transaction on a pro forma
basis, the Issuer could Incur $1.00 of additional Indebtedness under clause (x) of the proviso of Section 4.03(a); and (ii) with respect to a Restricted Payment by Noranda Aluminum Acquisition Corporation or any Restricted Subsidiary
of Noranda Aluminum Acquisition Corporation, immediately after giving effect to such transaction on a pro forma basis, Noranda Aluminum Acquisition Corporation could Incur $1.00 of additional Indebtedness under clause (y) of the proviso of
Section 4.03(a); and 
 (4) such Restricted Payment, together with the aggregate amount of all other Restricted Payments
made by the Issuer and its Restricted Subsidiaries after the Acquisition Securities Issue Date (and not returned or rescinded) (including Restricted Payments permitted by clauses (i), (iv) (only to the extent of one-half of the amounts paid
pursuant to such clause), (vi) and (viii) of Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than an amount equal to the Cumulative Credit. 
 (b) The provisions of Section 4.04(a) shall not prohibit: 
 (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such
payment would have complied with the provisions of this Indenture; 
 (ii) (A) the redemption, repurchase, retirement or other
acquisition of any Equity Interests (“Retired Capital Stock”) of the Issuer or any direct or indirect parent of the Issuer or Subordinated Indebtedness of the Issuer or any direct or indirect parent of the Issuer in exchange for, or out of
the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold
to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the 

  

 59 








 
Issuer or any of its Subsidiaries) (collectively, including any such contributions, “Refunding Capital Stock”); and 
 (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Capital Stock; and if immediately prior to the retirement of Retired Capital Stock, the
declaration and payment of dividends thereon was permitted under Section 4.04(b)(vi) and not made pursuant to this Section 4.04(b)(ii)(B), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding
Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends
per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement; 
 (iii) the
redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale (or as promptly as practicable after giving any
requisite notice to the holders of such Subordinated Indebtedness) of, new Indebtedness of the Issuer or a Restricted Subsidiary which is Incurred in accordance with Section 4.03 so long as 
 (A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted
value, if applicable), plus any accrued and unpaid interest of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the
instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired plus any tender premiums, defeasance costs or other fees and expenses incurred in connection therewith), 
 (B) such Indebtedness, if Incurred by the Issuer, is subordinated to the Securities at least to the same extent as such Subordinated
Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value, 
 (C) such Indebtedness
has a final scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (y) 91 days following the maturity date
of the Securities, and 
 (D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less
than the shorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all
payments of principal on the Indebtedness being so redeemed, repurchased, defeased, 

  

 60 








 
acquired or retired that were due on or after the date one year following the maturity date of any Securities then outstanding were instead due on such date
one year following the maturity date of such Securities; 
 (iv) the repurchase, retirement or other acquisition (or dividends
to any direct or indirect parent of the Issuer to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former
employee, director or consultant of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other
agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (iv) do not exceed $10.0 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for
the two succeeding calendar years); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed: 
 (A) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the
extent contributed to the Issuer) to members of management, directors or consultants of the Issuer and its Restricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after the Acquisition Securities Issue Date (provided that
the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend shall not increase the amount available for Restricted Payments under Section 4.04(a)(3)); plus 
 (B) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the
extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after the Acquisition Securities Issue Date; less 
 (C) the amount of any Restricted Payments previously made pursuant to Section 4.04(b)(iv)(A) and Section 4.04(b)(iv)(B) 
 provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; 
 (v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any
of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03; 
 (vi) (a) the declaration and
payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Acquisition Securities Issue Date, (b) a Restricted Payment to any direct or indirect parent
of Noranda Aluminum Acquisition Corporation, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of
Noranda Aluminum 

  

 61 








 
Acquisition Corporation issued after the Acquisition Securities Issue Date and (c) the declaration and payment of dividends on Refunding Capital Stock
that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section 4.04(b)(ii); provided, however, that, (x) for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or Refunding Capital Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis,
(i) in the case of Designated Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, the Issuer would have had a Fixed Charge Coverage Ratio of at least 1.75 to 1.00 and (ii) in the case of Designated Preferred Stock
of Noranda Aluminum Acquisition Corporation, Noranda Aluminum Acquisition Corporation would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (y) the aggregate amount of dividends declared and paid pursuant to subclauses
(a) and (b) of this clause (vi) does not exceed the net cash proceeds actually received by Noranda Aluminum Acquisition Corporation or the Issuer, as the case may be, from any such sale of Designated Preferred Stock (other than
Disqualified Stock) issued after the Acquisition Securities Issue Date; 
 (vii) Investments in Unrestricted Subsidiaries
having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the greater of $25.0 million and 2.0% of Total Assets at the time of such
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the dollar amount of Investments deemed to have been made pursuant to this clause
(vii) at any time shall be reduced by the Fair Market Value of the proceeds received by the Issuer and/or the Restricted Subsidiaries from the subsequent sale, disposition or other transfer of such Investments without giving effect to the
subsequent changes in value; 
 (viii) the payment of dividends on the Issuer’s common stock (or a Restricted Payment to
any direct or indirect parent of the Issuer to fund the payment by such direct or indirect parent of the Issuer of dividends on such entity’s common stock) of up to 6% per annum of the net proceeds received (including, without limitation,
contributions to the Issuer with the proceeds of sales of common stock of any direct or indirect parent) by the Issuer from any public offering of common stock of the Issuer or any direct or indirect parent of the Issuer; 
 (ix) Restricted Payments that are made with Excluded Contributions; 
 (x) other Restricted Payments during the term of the Securities in an aggregate amount not to exceed the greater of $40.0 million and 3.5%
of Total Assets at the time made; 
  

 62 








 (xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or
Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries; 
 (xii) the payment
of dividends or other distributions to any direct or indirect parent of the Issuer in amounts required for such parent to pay federal, state or local income taxes (as the case may be) imposed directly on such parent to the extent such income taxes
are attributable to the income of the Issuer and its Restricted Subsidiaries (including, without limitation, by virtue of such parent being the common parent of a consolidated or combined tax group of which the Issuer and/or its Restricted
Subsidiaries are members); 
 (xiii) the payment of any Restricted Payment, if applicable: 
 (A) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay fees and expenses (including franchise or
similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of the Issuer, if applicable, and
general corporate overhead expenses of any direct or indirect parent of the Issuer, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of the Issuer, if applicable, and its Subsidiaries;

 (B) in amounts required for any direct or indirect parent of the Issuer, if applicable, to pay interest and/or principal on
Indebtedness the proceeds of which have been contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Issuer Incurred in accordance with Section 4.03; and

 (C) in amounts required for any direct or indirect parent of the Issuer to pay fees and expenses, other than to Affiliates
of the Issuer, related to any unsuccessful equity or debt offering of such parent. 
 (xiv) Restricted Payments used to fund
the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith) and the payment of fees and expenses incurred in connection with the Transactions or owed by the
Issuer or any direct or indirect parent of the Issuer, as the case may be, or Restricted Subsidiaries of the Issuer to Affiliates, in each case to the extent permitted by Section 4.07; 
 (xv) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a
portion of the exercise price of such options or warrants; 
 (xvi) purchases of receivables pursuant to a Receivables
Repurchase Obligation in connection with a Qualified Receivables Financing and the payment or distribution of Receivables Fees; 
  

 63 








 (xvii) payments of cash, or dividends, distributions or advances by the Issuer or any
Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 
 (xviii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the
provisions similar to those described under Sections 4.06 and 4.08; provided that all Securities tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for
value; and 
 (xix) any payments made, including any such payments made to any direct or indirect parent of the Issuer to
enable it to make payments, in connection with the consummation of the Transactions or as contemplated by the Acquisition Documents (other than payments to any Permitted Holder or any Affiliate thereof); 
 (xx) cash dividends or other distributions in respect of the Issuer’s Capital Stock used to, or the making of loans to any direct or
indirect parent of the Issuer in order to, fund the payment of expenses of the type and in the amount described in Section 4.07(b)(iii) and Section 4.07(b)(v) to the extent that such amounts are not paid directly by the Issuer or any of
its Subsidiaries; and 
 (xxi) payments or distributions to dissenting stockholders pursuant to applicable law or in
connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, that complies with Article 5 of this Indenture; provided that as a result of
such consolidation, amalgamation, merger or transfer of assets, the Issuer shall have made a Change of Control Offer (if required by this Indenture) and that all Securities tendered in connection with such Change of Control Offer have been
repurchased, redeemed or acquired for value; 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (vi), (vii), (x) and (xi) of this Section 4.04(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The amount of any Restricted Payment (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by the Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Except as otherwise provided herein, the Fair Market Value of any assets or securities that are
required to be valued by this Section 4.04 will be determined in good faith by senior management or the Board of Directors of the Issuer. 
 (d) As of the Issue Date, all of the Issuer’s Subsidiaries shall be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the
definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all 

  

 64 








 
outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be
Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation shall only be permitted if a Restricted Payment in such amount would be permitted at such time and if such
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Notwithstanding the foregoing, so long as the Acquisition Securities are outstanding, the Issuer may not designate Noranda Aluminum Acquisition Corporation as an Unrestricted
Subsidiary. 
 SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 
 (a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock;
or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 
 (b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 
 (c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries; 
 except in each case for such encumbrances or restrictions existing under or by reason of: 
 (2) contractual encumbrances or restrictions in effect on the Acquisition Securities Issue Date, including pursuant to the Credit
Facilities, the other Credit Facilities Documents, the Acquisition Indenture and the Acquisition Securities (and any exchange securities) and guarantees of either thereof; 
 (3) this Indenture and the Securities (and any Exchange Securities) and Guarantees of either thereof; 
 (4) applicable law or any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary which was in existence at the time
of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person or its Subsidiaries, or the property or assets of the Person or its Subsidiaries, so acquired; 
 (6) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for 

  

 65 








 
the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; 
 (7) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to
dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; 
 (9) customary provisions in joint venture
agreements and other similar agreements entered into in the ordinary course of business; 
 (10) purchase money obligations
and Capitalized Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions of the nature discussed in Section 4.05(c) above on the property so acquired or leased; 
 (11) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business that
impose restrictions of the type described in clause (c) above on the property subject to such lease; 
 (12) any
encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; 
 (13) other Indebtedness, Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Restricted
Subsidiary of the Issuer that is Incurred subsequent to the Acquisition Securities Issue Date pursuant to Section 4.03 and any such encumbrance or restriction contained in such Indebtedness, Disqualified Stock or Preferred Stock will be no more
restrictive than those set forth in the Acquisition Securities Indenture or will not materially affect (except upon a default or event of default) the Issuer’s ability to make anticipated principal or interest payments on the Securities (as
determined in good faith by the senior management or the Board of Directors of the Issuer); 
 (14) any Restricted Investment
not prohibited by Section 4.04 and any Permitted Investment; or 
 (15) any encumbrances or restrictions of the type
referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in
clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the senior management or the
Board of Directors of the Issuer, no more restrictive with respect to such encumbrances and other restrictions than those contained in the encumbrances or 

  

 66 








 
other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating
distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer
or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 
 SECTION 4.06. Asset Sales. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale,
unless (x) the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the senior management or the Board of
Directors of the Issuer or Noranda Aluminum Acquisition Corporation) of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in
the form of Cash Equivalents; provided that the amount of: 
 (i) any liabilities (as shown on the Issuer’s or such
Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities that are by their terms subordinated to the Securities) that are assumed by the
transferee of any such assets, 
 (ii) any notes or other obligations or other securities or assets received by the Issuer or
such Restricted Subsidiary of the Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer into cash within 180 days of the receipt thereof (to the extent of the cash received), and 
 (iii) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an
aggregate Fair Market Value (as determined in good faith by the senior management or the Board of Directors of the Issuer or Noranda Aluminum Acquisition Corporation), taken together with all other Designated Non-cash Consideration received pursuant
to this clause (iii) that is at that time outstanding, not to exceed the greater of 2.0% of Total Assets and $25.0 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) 
 shall be deemed to be Cash
Equivalents for the purposes of this Section 4.06(a). 
 (b) Within 16 months after the Issuer’s or any Restricted
Subsidiary of the Issuer’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply the Net Proceeds from such Asset Sale, at its option: 
  

 67 








 (i) to repay Indebtedness constituting Secured Indebtedness (and, if the Indebtedness
repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), Indebtedness of a Restricted Subsidiary, the Securities, or Pari Passu Indebtedness (provided that if the Issuer shall so reduce Obligations
under Pari Passu Indebtedness (other than Secured Indebtedness), the Issuer shall equally and ratably reduce Obligations under the Securities through open-market purchases (provided that such purchases are at or above 100% of the principal
amount thereof); or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest, if any, the pro rata principal amount of Securities), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; provided that if an offer to repay or repurchase any Indebtedness of any
Restricted Subsidiary is made in accordance with the terms of such Indebtedness, the obligation to permanently repay Indebtedness of a Restricted Subsidiary will be deemed to be satisfied to the extent of the amount of the offer, whether or not
accepted by the holders thereof, and no Excess Proceeds in the amount of such offer will be deemed to exist following such offer. 
 (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the
Issuer), assets, or property or capital expenditures, in each case used or useful in a Similar Business, or 
 (iii) to make
an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer), properties or
assets that replace the properties and assets that are the subject of such Asset Sale. 
 In the case of Sections 4.06(b)(ii) and (iii), a
binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so
applied, the Issuer or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the prior binding commitment; provided, further that
the Issuer or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. 
 Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such
Net Proceeds in any manner not otherwise prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.06(b) (it being understood
that any 

  

 68 








 
portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause (i) of this Section 4.06(b), shall be deemed to
have been invested per Section 4.06(b), whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all
Holders of Securities (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Securities (and such Pari Passu Indebtedness), that is at least $2,000
and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Pari Passu Indebtedness was issued with significant
original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such
Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06; provided, however, that notwithstanding the foregoing, in the case of an Asset Sale by
Noranda Aluminum Acquisition Corporation or any Restricted Subsidiary of Noranda Aluminum Acquisition Corporation, the Issuer shall not be required to make an Asset Sale Offer to the extent Noranda Aluminum Acquisition Corporation or such Restricted
Subsidiary is not permitted pursuant to the terms of its outstanding Indebtedness, any other agreement or applicable law to fund such Asset Sale Offer. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business
Days after the date that Excess Proceeds exceeds $15.0 million by electronically delivering or mailing the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of
Securities (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities
(and such Pari Passu Indebtedness) surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero. 
 (c) The Issuer and its Restricted Subsidiaries shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Securities or the Acquisition Securities, as
applicable, pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture or the Acquisition Indenture, as applicable, the Issuer and its Restricted
Subsidiaries shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. 
 (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer
shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent 

  

 69 








 
(or, if the Issuer or a Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds
to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the
“Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee (or the Paying Agent, if not the Trustee)
shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Securities
tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with Section 4.06. 
 (e) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the
Purchase Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such
Security purchased. If at the end of the Offer Period more Securities (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Securities for purchase shall be made by
the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee
shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness shall be made pursuant to the
terms of such Pari Passu Indebtedness. 
 (f) Notices of an Asset Sale Offer shall be electronically delivered or mailed by
first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s registered address. If any Security is to be purchased in part only, any notice of purchase that
relates to such Security shall state the portion of the principal amount thereof that has been or is to be purchased. 
 SECTION 4.07.
Transactions with Affiliates. (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or
assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer
(each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, unless: 
  

 70 








 (i) such Affiliate Transaction is on terms that are not materially less favorable to the
Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; 
 (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$25.0 million (excluding any Affiliate Transaction or series of related Affiliate Transactions substantially limited to the sale of inventory), the Issuer delivers to the Trustee a resolution adopted in good faith by the majority of the Board of
Directors of the Issuer or Noranda Aluminum Acquisition Corporation, as the case may be, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause
(i) above; 
 (iii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $150.0 million (excluding any Affiliate Transaction or series of related Affiliate Transactions substantially limited to the sale of inventory), the Issuer delivers to the Trustee an opinion as to the fairness to
the Issuer or the Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. 
 (b) The provisions of Section 4.07(a) shall not apply to the following: 
 (i) transactions between or among the Issuer and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary
as a result of such transaction) and any merger, consolidation or amalgamation of the Issuer and any direct parent of the Issuer; provided that at the time of such merger, consolidation or amalgamation such parent shall have no material liabilities
and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

 (ii) Restricted Payments permitted by Section 4.04, dividends made with the proceeds of the Securities issued on the
Issue Date and Permitted Investments; 
 (iii) (x) the entering into of any agreement (and any amendment or modification of
any such agreement) to pay, and the payment of, annual management, consulting, monitoring and advisory fees to the Sponsors in an aggregate amount in any fiscal year not to exceed $2.0 million and out-of-pocket expense reimbursement;
provided, however, that any payment not made in any fiscal year may be carried forward and paid in the following two fiscal years and (y) the payment of the present value of all amounts payable pursuant to any 

  

 71 








 
agreement described in clause (iii)(x) of this Section 4.07(b) in connection with the termination of such agreement; 
 (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer; 
 (v) payments by the Issuer or any of its Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures, which payments are (x) made pursuant to the agreements with the Sponsors described in the Offering Memorandum or the Acquisition Securities Final Memorandum or (y) approved by a
majority of the Board of Directors (or a majority of the disinterested directors serving on the Board of Directors) of the Issuer or Noranda Aluminum Acquisition Corporation, as appropriate, in good faith; 
 (vi) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivered to the Trustee a letter from an
Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 
 (vii) payments or loans (or cancellation of loans) to directors, officers, employees or consultants which are approved by a majority of
the Board of Directors of the Issuer or Noranda Aluminum Acquisition Corporation, as appropriate, in good faith; 
 (viii) any
agreement as in effect as of the Acquisition Securities Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Securities in any
material respect than the original agreement as in effect on the Acquisition Securities Issue Date) or any transaction contemplated thereby as determined in good faith by the senior management or the Board of Directors of the Issuer; 
 (ix) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of,
Acquisition Documents, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any transaction, agreement or arrangement described in the Offering
Memorandum or Acquisition Securities Final Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the
performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or 

  

 72 








 
arrangement or under any similar transaction, agreement or arrangement entered into after the Acquisition Securities Issue Date shall only be permitted by
this clause (ix) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous
to the Holders of the Securities in any material respect than the original transaction, agreement or arrangement as in effect on the Acquisition Securities Issue Date; 
 (x) the execution of the Transactions and the payment of all fees and expenses related to the Transactions, including fees to the
Sponsors, which are described in the Offering Memorandum or the Final Memorandum Acquisition Securities or contemplated by the Acquisition Documents; 
 (xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary
course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer or Noranda
Aluminum Acquisition Corporation, as appropriate, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered
into in the ordinary course of business; 
 (xii) any transaction effected as part of a Qualified Receivables Financing;

 (xiii) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; 
 (xiv) the issuances of securities or other payments, loans (or cancellation of loans), awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted
Subsidiary of the Issuer, as appropriate, in good faith; 
 (xv) the entering into of any tax sharing agreement or arrangement
and any payments permitted by 

  

 73 








 
Section 4.04(b)(xii); 
 (xvi) any contribution to the capital of the Issuer; 
 (xvii) transactions permitted by, and complying with,
Section 5.01; 
 (xviii) transactions between the Issuer or any of its Restricted Subsidiaries and any Person, a director
of which is also a director of Noranda Aluminum Acquisition Corporation, the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting as a director of Noranda Aluminum
Acquisition Corporation, the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person; 
 (xix) pledges of Equity Interests of Unrestricted Subsidiaries; 
 (xx) the provision to
Unrestricted Subsidiaries of cash management, accounting and other overhead services in the ordinary course of business undertaken in good faith (as certified by a responsible Officer of the Issuer or Noranda Aluminum Acquisition Corporation, as
appropriate, in an Officer’s Certificate) as not for the purpose of circumventing any covenant set forth in this Indenture; 
 (xxi) any employment agreements entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 
 (xxii) intercompany transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer or Noranda Aluminum Acquisition Corporation, as appropriate, in an Officer’s
Certificate) for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; 
 (xxiii) transactions with Goodman Global, Inc., Metals USA Holdings Corp., Berry Plastics Group, Inc. or any Subsidiary thereof in the
ordinary course of business; and 
 (xxiv) transactions with the Century Joint Ventures in the ordinary course of business.

 SECTION 4.08. Change of Control. (a) Upon a Change of Control, each Holder shall have the right to require the Issuer to
repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of
Control, the Issuer shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that it has exercised its right to redeem such Securities in accordance with Article 3 of this Indenture. The Transactions shall
not give rise to a Change of Control. In the event that at the time of such Change of Control the terms of the Bank Indebtedness restrict or prohibit the repurchase of Securities pursuant to this Section 4.08, then prior to the electronic
delivery or mailing of the notice to the Holders provided for in Section 4.08(b) but in any event within 60 days following any Change of Control, the Issuer shall (i) repay in full all Bank Indebtedness or, if doing so will allow the
purchase of Securities, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit
the repurchase of the Securities as provided for in 

  

 74 








 
Section 4.08(b). The Issuer shall first comply with the provisions of the immediately preceding sentence before it shall be required to repurchase
Securities pursuant to the provisions described below. 
 (b) Within 60 days following any Change of Control, except to the
extent that the Issuer has exercised its right to redeem the Securities in accordance with Article 3 of this Indenture, the Issuer shall electronically deliver or mail a notice (a “Change of Control Offer”) to each Holder with a copy to
the Trustee stating: 
 (i) that a Change of Control has occurred and that such Holder has the right to require the Issuer to
repurchase such Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of the Holders of
record on a record date to receive interest on the relevant interest payment date); 
 (ii) the circumstances and relevant
facts and financial information regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than
30 days nor later than 60 days from the date such notice is electronically delivered or mailed); 
 (iv) the instructions
determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have its Securities purchased; and 
 (v) if such notice is electronically delivered or mailed prior to the occurrence of a Change of Control pursuant to a definitive agreement for the Change of Control, that such offer is conditioned on the occurrence of
such Change of Control. 
 (c) Holders electing to have a Security purchased shall be required to surrender the Security, with
an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw their election if the Trustee or the Issuer receives not
later than one Business Day prior to the purchase date a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
 (d) On the purchase date, all Securities purchased by the Issuer under this Section 4.08 shall be delivered to the Trustee for
cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. 
  

 75 








 (e) A Change of Control Offer may be made in advance of a Change of Control, and be
conditional upon such Change of Control, if a definitive agreement is in place in respect of the Change of Control at the time of making of the Change of Control Offer. 
 (f) Notwithstanding the foregoing provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 applicable to a Change of Control Offer made by the Issuer
and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. 
 (g) Securities
repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Securities issued but not outstanding or will be retired and canceled at the option of the Issuer. Securities purchased by a third party pursuant to the
preceding clause (f) will have the status of Securities issued and outstanding. 
 (h) At the time the Issuer delivers
Securities to the Trustee which are to be accepted for purchase, the Issuer shall also deliver an Officer’s Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms of this
Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. 
 (i) Prior to any Change of Control Offer, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that all
conditions precedent contained herein to the right of the Issuer to make such offer have been complied with. 
 (j) The Issuer
shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.08. To the extent
that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under
this Section 4.08 by virtue thereof. 
 SECTION 4.09. Compliance Certificate. The Issuer shall deliver to the Trustee within 120
days after the end of each fiscal year of the Issuer, beginning with the fiscal year end on December 31, 2007, an Officer’s Certificate stating that in the course of the performance by the signers of their duties as Officers of the Issuer
they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Issuer is taking or
proposes to take with respect thereto. The Issuer also shall comply with Section 314(a)(4) of the TIA. 
  

 76 








 SECTION 4.10. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute
and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 4.11. Future Guarantors. The Issuer shall cause each Domestic Subsidiary that guarantees any Indebtedness for borrowed money of the Issuer (unless such Subsidiary is a Receivables Subsidiary) to execute
and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Domestic Subsidiary shall guarantee the Issuer’s Obligations under the Securities and this Indenture. Notwithstanding the
foregoing: 
 (1) no Guarantee shall be required as a result of any guarantee of Indebtedness that existed at the time such
Person became a Restricted Subsidiary if the guarantee was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; 
 (2) if such Indebtedness is by its terms expressly subordinated to the Securities or any Guarantee, any such assumption, guarantee or
other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Guarantee of the Securities at least to the same extent as such Indebtedness is subordinated to the Notes or
any other senior guarantee; and 
 (3) no Guarantee shall be required as a result of any guarantee given to a bank or trust
company commercial banking institution that is a member of the U.S. Federal Reserve System, (or any branch, Subsidiary or Affiliate thereof) in each case having combined capital and surplus and undivided profits of not less than $250 million, whose
debt has a rating, at the time such guarantee was given, of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by Moody’s, in connection with the operation of cash management programs established for the
Issuer’s benefit or that of any Restricted Subsidiary. 
 SECTION 4.12. Liens. (a) The Issuer shall not directly or
indirectly, create, Incur or suffer to exist any Lien, other than a Permitted Lien, on any asset or property of the Issuer securing Indebtedness unless the Securities are equally and ratably secured with (or on a senior basis to, in the case of
obligations subordinated in right of payment to the Securities) the obligations so secured until such time as such obligations are no longer secured by a Lien. 
 (b) Any Lien which is granted to secure the Securities under Section 4.12(a) shall be automatically released and discharged at the
same time as the release of the Lien that gave rise to the obligation to secure the Securities. 
 SECTION 4.13. Maintenance of Office or
Agency. (a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the
Issuer shall fail to 

  

 77 








 
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the corporate trust office of the Trustee as set forth in Section 11.03. 
 (b) The
Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. 
 (c) The Issuer hereby designates the corporate trust
office of the Trustee or its Agent as such office or agency of the Issuer in accordance with Section 2.04. 
 SECTION 4.14.
Termination and Suspension of Certain Covenants. (a) If on any date following the Issue Date (i) the Securities have Investment Grade Ratings from both Rating Agencies, and the Issuer has delivered written notice of such Investment
Grade Ratings to the Trustee, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant
Suspension Event”), then, beginning on such date, the Issuer and its Restricted Subsidiaries will not be subject to Section 4.03 hereof, Section 4.04 hereof, Section 4.05 hereof, Section 4.06 hereof, Section 4.07
hereof, Section 4.08 hereof, Section 4.11 hereof, and clause (iv) of Section 5.01 hereof (collectively, the “Suspended Covenants”). 
 (b) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any
period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (i) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Securities below an
Investment Grade Rating and/or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such
transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Securities below an Investment Grade
Rating, then the Issuer and its Restricted Subsidiaries shall thereafter again be subject the Suspended Covenants with respect to future events, including, without limitation, a proposed transaction described in clause (ii) above. The period of
time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”. 
 (c) Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. During any Suspension Period, the
Issuer may not designate any Subsidiary as an Unrestricted Subsidiary unless the Issuer would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and such
designation shall be 

  

 78 








 
deemed to have created a Restricted Payment pursuant to the covenant described under Section 4.04 following the Reversion Date. 
 (d) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to
Section 4.03(a) or one of the clauses set forth in Section 4.03(b) (in each case, to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred prior
to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness will be deemed to have been
outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). For purposes of Section 4.11, all Indebtedness Incurred during the Suspension Period and outstanding on the Reversion Date by any Restricted
Subsidiary that is not a Guarantor will be deemed to have been Incurred on the Reversion Date. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the covenant described under Section 4.04
will be made as though the covenant described under Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available
to be made as Restricted Payments under Section 4.04(a) and the items specified in clauses (A) through (F) of the definition of “Cumulative Credit” will increase the amount available to be made as Restricted Payments under
the first paragraph thereof. For purposes of determining compliance with the covenant described under “—Asset Sales,” on the Reversion Date, the Net Proceeds from all Asset Sales not applied in accordance with the covenant will be
deemed to be reset to zero. 
 (e) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it
of any occurrence under this Section 4.14. 
 ARTICLE 5 
 SUCCESSOR COMPANY 
 SECTION 5.01. When Issuer May Merge or Transfer
Assets. The Issuer shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related transactions, to any Person unless: 
 (i) the
Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Issuer or such Person, as the case
may be, being herein called the 

  

 79 








 
“Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Securities is a
corporation; 
 (ii) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer
under this Indenture and the Securities pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor
Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing;

 (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of
the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such
Restricted Subsidiary at the time of such transaction), either 
 (A) the Successor Company would be permitted to Incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (x) of the proviso of Section 4.03(a); or 
 (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the
Issuer and its Restricted Subsidiaries immediately prior to such transaction; and 
 (v) the Successor Company (if other than
the Issuer) shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures (if any) comply with this Indenture.

 The Successor Company (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture and the
Securities, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Securities. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01,
(A) any Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to the Issuer, and (B) the Issuer may merge, consolidate or amalgamate with an Affiliate incorporated solely for
the purpose of reincorporating the Issuer in another state of the United States, the District of Columbia or any territory of the United States or may convert into a limited liability company, so long as the amount of Indebtedness of the Issuer and
its Restricted Subsidiaries is not increased thereby. This Article 5 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries. 
  

 80 








 Notwithstanding anything in this Section 5.01 to the contrary, the transactions described in the
Stock Purchase Agreement shall be permitted under this Indenture. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. An “Event
of Default” with respect to the Securities occurs if: 
 (a) there is a default in any payment of interest (including any
Additional Interest) on any Security, when the same becomes due and payable, and such default continues for a period of 30 days, 
 (b) there is a default in the payment of principal or premium, if any, of any Security, when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, 
 (c) the Issuer or any Restricted Subsidiary fails to comply with its obligations under Section 5.01, 
 (d) the Issuer or any Restricted Subsidiary fails to comply with any of its agreements in the Securities or this Indenture (other than
those referred to in clause (a), (b) or (c) above) and such failure continues for 60 days after the notice specified below, 
 (e) the Issuer or any Significant Subsidiary fails to pay any Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) within any applicable grace period after final maturity or the
acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $25.0 million or its foreign currency equivalent, 
 (f) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 
 (iii)
consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (iv) makes a general
assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency, 
 (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  

 81 








 (i) is for relief against the Issuer or any Significant Subsidiary in an involuntary
case; 
 (ii) appoints a Custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property; or

 (iii) orders the winding up or liquidation of the Issuer or any Significant Subsidiary; 
 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days, 
 (h) the Issuer or any Significant Subsidiary fails to pay final judgments aggregating in excess of $25.0 million or its foreign currency
equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry thereof, 
 (i) any Guarantee, if any, of a Significant Subsidiary with respect to the Securities ceases to be in full force and effect (except as
contemplated by the terms hereof or thereof) or any Guarantor, if any, that qualifies as a Significant Subsidiary denies or disaffirms its obligations under this Indenture or any Guarantee with respect to the Securities and such Default continues
for 10 days, or 
 (j) failure by the Issuer to make a Mandatory Principal Redemption. 
 The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
 The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law. 
 A Default under clause (d) above shall not constitute an Event of Default
until the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Issuer of the Default and the Issuer does not cure such Default within the time specified in clause (d) above after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Issuer shall deliver to the Trustee, within five (5) Business Days after the occurrence thereof, written
notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect
thereto. 
 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or
(g)

  

 82 








 
with respect to the Issuer) occurs with respect to the Securities and is continuing, the Trustee or the Holders of at least 25% in principal amount of
outstanding Securities, by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable; provided, however, that so long as any Bank Indebtedness
remains outstanding, no such acceleration shall be effective until the earlier of (i) five (5) Business Days after the giving of written notice to the Issuer or Noranda Aluminum Acquisition Corporation and the Representative under the
Credit Facilities and (ii) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or
(g) with respect to the Issuer occurs, the principal of, premium, if any, and interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The
Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may rescind any such acceleration with respect to the Securities and its consequences. 
 In the event of any Event of Default specified in Section 6.01(e), such Event of Default and all consequences thereof (excluding, however, any
resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the Issuer delivers an Officer’s
Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may
be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be
annulled, waived or rescinded upon the happening of any such events. 
 SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. To the extent required by law, all available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults. Provided the
Securities are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the Securities by written notice to the Trustee may waive an existing Default or Event of Default and its
consequences except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (c) a
Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the Holders will be restored 

  

 83 








 
to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to
Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
 SECTION 6.06. Limitation on Suits. (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless:

 (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
 (ii) the Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee to pursue the
remedy; 
 (iii) such Holder or Holders offer to the Trustee security or indemnity satisfactory to it against any loss,
liability or expense; 
 (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and 
 (v) the Holders of a majority in principal amount of the outstanding Securities do not
give the Trustee a direction inconsistent with the request during such 60-day period. 
 (b) A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 
 SECTION 6.07. Rights of
the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed
or provided for in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing with
respect to Securities, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal
and (to the extent lawful) on any unpaid interest at the rate provided for in such Securities) and the amounts provided for in Section 7.07. 
  

 84 








 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or
such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders of the Securities then outstanding allowed in any judicial proceedings relative to the Issuer or any Guarantor, its creditors or its property, shall
be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay
out the money or property in the following order: 
 FIRST: to the Trustee for amounts due under Section 7.07;

 SECOND: to the Holders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 
 THIRD: to the Issuer. 
 The Trustee may fix a record date and payment date for any payment to the Holders
pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Issuer a notice that states the record date, the payment date and amount to be paid. 
 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the
Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. 
 SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may 

  

 85 








 
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE 7

 TRUSTEE 
 SECTION
7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during
the continuance of an Event of Default: 
 (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be
construed as a duty); and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to
any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision
hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture. 
 (c) The Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its own
willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section;

 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and 
  

 86 








 (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise Incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 
 SECTION 7.02. Rights of Trustee.
(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. 
 (e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization
and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the
time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be 

  

 87 








 
entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall Incur no
liability of any kind by reason of such inquiry or investigation. 
 (g) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 
 (h) The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder. 
 (i) The Trustee shall not be liable for any action taken or omitted by it in good faith
at the direction of the Holders of not less than a majority in principal amount of the Securities as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this
Indenture. 
 (j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the
request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Security shall be conclusive and binding upon future Holders of Securities and upon Securities executed
and delivered in exchange therefor or in place thereof. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11. 
 SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible
for any statement of the Issuer or any Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. The Trustee shall not be
charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (h), or (i) or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the
Trustee shall have received written notice thereof in accordance with Section 11.03 hereof from the Issuer, any Guarantor or any Holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders of the Securities
and not in its individual capacity and all persons, including without limitation the Holders of Securities and the Issuer having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee
hereunder for payment except as otherwise provided herein. 
  

 88 








 SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is actually
known to the Trustee, the Trustee shall mail to each Holder of the Securities notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the
Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Securities. 
 SECTION 7.06. Reports by Trustee to the Holders. Within 60 days
after each March 15 beginning with March 15, 2008, and for so long as Securities remain outstanding, the Trustee shall mail to the Holders of the Securities a brief report dated as of such reporting date that complies with TIA section
313(a) (but if no event described in TIA section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA section 313(b)(2). The Trustee shall also transmit by
mail all reports as required by TIA section 313(c). 
 A copy of each report at the time of its mailing to the Holders of Securities shall be
mailed to the Issuer and filed with the SEC and each stock exchange on which the Securities are listed (if any) in accordance with TIA section 313(d). The Issuer agrees to notify promptly the Trustee whenever the Securities become listed on any
stock exchange and of any delisting thereof. 
 SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to the Trustee from
time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts. The Issuer and each Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses)
incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Issuer or a Guarantor (including this
Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the
Securities or the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to
notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense.
Such indemnified parties may have separate counsel and the Issuer and the Guarantors, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses
if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense.
The Issuer need not 

  

 89 








 
reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct,
negligence or bad faith. 
 To secure the Issuer’s and the Guarantors’ payment obligations in this Section, the Trustee shall have
a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 
 The Issuer’s and the Guarantors’ payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture,
any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 
 No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction. 
 SECTION 7.08. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if: 
 (i) the Trustee fails to comply with Section 7.10; 
 (ii) the Trustee is adjudged bankrupt or insolvent; 
 (iii) a receiver or other public officer takes charge of the Trustee or its property; or 
 (iv) the Trustee otherwise becomes incapable of acting. 
 (b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee. 
 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to the Holders. The retiring Trustee shall promptly transfer all 

  

 90 








 
property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or
the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee. 
 (e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in
Section 310(b) of the TIA, any Holder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07
shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the
successor Trustee. 
 In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 
 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The
Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay
of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this
Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the
TIA are met. 
 SECTION 7.11. Preferential Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a)
of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated. 
  

 91 








 ARTICLE 8 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of Liability on Securities;
Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding
Securities when: 
 (a) either (i) all the Securities theretofore authenticated and delivered (other than Securities
pursuant to Section 2.08 which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (A) have become due and payable, (B) will become due and payable at their Stated Maturity within one year or (C) if redeemable at the option
of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably
deposited or caused to be deposited with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee
(which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, premium, if
any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; 
 (b) the Issuer has paid all other sums payable under this Indenture; and 
 (c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 
 Subject to Sections 8.01(c) and
8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.11 and 4.12 for the benefit of the Securities and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Company only), 6.01(g) (with
respect to Significant Subsidiaries of the Company only), 6.01(h), 6.01(i), 6.01(j) and 6.01(k) (but only to the extent that those provisions relate to defaults with respect to the Securities) (“covenant defeasance option”) for the benefit
of the Securities. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with
respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Securities shall be terminated simultaneously with the termination of such
obligations. 
  

 92 








 If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be
accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e),
6.01(f) (with respect to Significant Subsidiaries of the Company only), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h), 6.01(i), 6.01(j) or because of the failure of the Issuer to comply with Section 5.01.

 Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the
discharge of those obligations that the Issuer terminates. 
 (d) Notwithstanding clauses (a) and (b) above, the
Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall
survive such satisfaction and discharge. 
 SECTION 8.02. Conditions to Defeasance. (a) The Issuer may exercise its legal
defeasance option or its covenant defeasance option, in each case, with respect to the Securities only if: 
 (i) the Issuer
irrevocably deposits, or causes to be deposited, in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which
will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption
date; 
 (ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent accountants
expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as
will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; 
 (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(f) or (g) with respect to the Issuer occurs which is continuing at the end of the period;

 (iv) the deposit does not constitute a default under any other agreement binding on the Issuer; 
 (v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that
(1) the Issuer has received from, or there has been published by, the Internal Revenue Service a 

  

 93 








 
ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 
 (vi)
such exercise does not impair the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Securities on or after the due dates therefore or to institute suit for the enforcement of any payment on or
with respect to such Holder’s Securities; 
 (vii) in the case of the covenant defeasance option, the Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and 
 (viii) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated
by this Article 8 have been complied with. 
 (b) Before or after a deposit, the Issuer may make arrangements satisfactory to
the Trustee for the redemption of such Securities at a future date in accordance with Article 3. 
 SECTION 8.03. Application of Trust
Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through each
Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities so discharged or defeased. 
 SECTION 8.04. Repayment to Company. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written
opinion of nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8. 
 Subject to any applicable
abandoned property law, the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the


  

 94 








 
money must look to the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such
monies. 
 SECTION 8.05. Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 
 SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities so discharged or defeased shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided,
however, that, if the Issuer has made any payment of principal of or interest on, any such Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 
 ARTICLE 9 
 AMENDMENTS AND WAIVERS 
 SECTION 9.01.
Without Consent of the Holders. The Issuer and the Trustee may amend this Indenture and the Securities without notice to or consent of any Holder: 
 (i) to cure any ambiguity, omission, mistake, defect or inconsistency; 
 (ii) to provide for
the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; 
 (iii) to
provide for the assumption by a Successor Guarantor of the obligations of a Guarantor, if any, under this Indenture and its Guarantee; 
 (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f)
of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); 
 (v) to add a Guarantee with respect to the Securities; 
 (vi) to make any change that would provide additional
rights or benefits to the Holders or that does not adversely affect the legal rights of any such Holder; 
  

 95 








 (vii) to make changes relating to the transfer and legending of the Securities;

 (viii) to secure the Securities; 
 (ix) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the
Issuer or any Guarantor; 
 (x) to make any change that does not adversely affect the rights of any Holder in any material
respect; 
 (xi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of,
this Indenture under the TIA; 
 (xii) to effect any provision of this Indenture; 
 (xiii) to provide for the issuance of the Exchange Securities or Add-On Securities, which shall have terms substantially identical in all
material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; 
 (xiv) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the
requirements hereof; and 
 (xv) to conform the text of this Indenture or the Securities to any provision of the
“Description of Notes” contained in the Offering Memorandum to the extent such provision in the “Description of Notes” contained in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture
or the Securities. 
 After an amendment under this Section 9.01 becomes effective, the Issuer shall deliver electronically or mail to
the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 
 SECTION 9.02. With Consent of the Holders. The Issuer and the Trustee may amend this Indenture and the Securities with respect to the Securities
with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of
each Holder of an outstanding Security affected, an amendment may not: 
 (i) reduce the amount of Securities whose Holders
must consent to an amendment, 
  

 96 








 (ii) reduce the rate of or extend the time for payment of interest on any Security,

 (iii) reduce the principal of or change the Stated Maturity of any Security, 
 (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance
with Article 3, 
 (v) make any Security payable in money other than that stated in such Security, 
 (vi) expressly subordinate the Securities or any Guarantee, if any, to any other Indebtedness of the Issuer or any such Guarantor,

 (vii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such
Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities, 
 (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or 
 (ix) except as expressly permitted by this Indenture or the terms hereof, modify the Guarantee, if any, of any Significant Subsidiary, or
the Guarantee, if any, of one or more Restricted Subsidiaries that collectively would, at the time of such amendment, represent a Significant Subsidiary in any manner adverse to the Holders. 
 It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section 9.02 becomes effective, the
Issuer is required to deliver electronically or mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Section 9.02. 
 SECTION 9.03. Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the
TIA, every amendment, waiver or supplement to this Indenture or the Securities shall comply with the TIA as then in effect. 
 SECTION 9.04.
Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt
as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the 

  

 97 








 
Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the
Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Issuer certifying that the requisite principal amount of Securities have consented. After an amendment or waiver becomes
effective, it shall bind every Holder. An amendment or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions
to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer and the Trustee. 
 (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.05. Notation on or Exchange of
Securities. If an amendment, supplement or waiver changes the terms of a Security, the Issuer may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the
changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to
make the appropriate notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver. 
 SECTION
9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it
does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel (notwithstanding that no Opinion of Counsel is required in the case of the addition of a Guarantor) stating that such amendment, supplement or waiver is authorized or permitted by
this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the
provisions hereof (including Section 9.03). 
 SECTION 9.07. Payment for Consent. Neither the Issuer nor any Affiliate of the
Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or 

  

 98 








 
amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so
consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 SECTION 9.08. Additional Voting Terms; Calculation of Principal Amount. Except as otherwise set forth herein, all Securities issued under this Indenture shall vote and consent separately on all matters as to which any of such
Securities may vote. Determinations as to whether Holders of the requisite aggregate principal amount of Securities have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14. 

ARTICLE 10 
 GUARANTEES

 SECTION 10.01. Guarantees. (a) Any Person who becomes a Guarantor pursuant to Section 4.11 of this Indenture, if any,
jointly and severally, irrevocably and unconditionally guarantees on a senior unsecured basis, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment
when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any,
or interest on in respect of the Securities and all other monetary obligations of the Issuer under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the
Issuer whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any
Guaranteed Obligation. 
 (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any
of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by
(i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any
extension or renewal of this Indenture, the Securities or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the
release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or
(vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b). 
  

 99 








 (c) Each Guarantor hereby waives any right to which it may be entitled to have its
obligations hereunder divided among the Guarantors (if more than one Guarantor), such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the
assets of the Issuer first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to
which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor. 
 (d)
Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee
to any security held for payment of the Guaranteed Obligations. 
 (e) The Guarantee of each Guarantor is, to the extent and
in the manner set forth in this Article 10, equal in right of payment to all existing and future Pari Passu Indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer and is made subject to such
provisions of this Indenture. 
 (f) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff,
counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein
shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the
risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. 
 (g) Each
Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations, subject to the other terms of this Indenture. Each Guarantor further agrees that its Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy
or reorganization of the Issuer or otherwise. 
 (h) In furtherance of the foregoing and not in limitation of any other right
which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, 

  

 100 








 
by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on
such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer to the Holders and the Trustee. 
 (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any
Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed
Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable
by such Guarantor for the purposes of this Section 10.01. 
 (j) Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 
 (k) Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 10.02. Limitation on Liability.
(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor, and by its
acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. 
 (b) A
Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be automatically released from all obligations under this Article 10 upon: 
 (i) (A) the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or
other transfer following which the applicable Guarantor is no longer a Restricted 

  

 101 








 
Subsidiary) of the applicable Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture, 
 (B) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under
Section 4.04 and the definition of “Unrestricted Subsidiary,” 
 (C) the release or discharge of the guarantee
by such Restricted Subsidiary of Indebtedness of the Issuer or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Securities at such time as there is no other Indebtedness or
guarantees outstanding which would have resulted in the obligation of such Restricted Subsidiary to guarantee the Securities, or 
 (D) the
Issuer’s exercise of its defeasance option under Article 8, or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; and 
 (ii) In the case of clause (b)(i)(A) above, the release of such Guarantor from its guarantees, if any, of, and all pledges and security, if any, granted
in connection with any Indebtedness of the Issuer. 
 A Guarantee also shall be automatically released upon the applicable Subsidiary ceasing
to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing First Priority Lien Obligations, or if such Subsidiary is released from its guarantees of, and all pledges and security interests granted in connection
with any Indebtedness of the Issuer which results in the obligation to guarantee the Securities. 
 SECTION 10.03. Successors and
Assigns. This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by
any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this
Indenture. 
 SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising
any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise. 
 SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any
Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for 

  

 102 








 
which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar
or other circumstances. 
 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors. Each Subsidiary and other Person
which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary or other Person shall become a
Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Officer’s Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws
relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. 
 SECTION 10.07.
Non-Impairment. The failure to endorse a Guarantee on any Security shall not affect or impair the validity thereof. 
 ARTICLE 11

 MISCELLANEOUS 
 SECTION 11.01. Ranking. The indebtedness evidenced by the Securities will be unsecured senior Indebtedness of the Issuer, equal in right of payment to all existing and future senior Indebtedness of the Issuer and senior in right of
payment to all existing and future Subordinated Indebtedness of the Issuer. The indebtedness evidenced by the Note Guarantees, if any, will be unsecured senior Indebtedness of the applicable Note Guarantor, if any, equal in right of payment to all
existing and future senior Indebtedness of such Note Guarantor and senior in right of payment to all existing and future Subordinated Indebtedness of such Note Guarantor. 
 SECTION 11.02. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated
provision”) included in this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision shall control. 
 SECTION 11.03. Notices. (a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by first-class mail addressed as follows:

 if to the Issuer or any Guarantor: 
 Noranda Aluminum Holding Corporation 
 801 Crescent Drive, Suite 600 
 Franklin, TN 37067 

  

 103 








 Attention of: Rick Anderson 
 Facsimile: 615-771-5701 
 if to the
Trustee: 
 Wells Fargo Bank, National Association 
 Corporate Trust Services 
 213 Court Street, Suite 703 
 Middletown, CT 06457 
 Attention: Joseph P.
O’Donnell 
 Facsimile: 860-704-6219 
 The
Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
 (b) Any notice or communication mailed to a Holder shall be mailed, first class mail, to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given
if so mailed within the time prescribed. 
 (c) Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if
received. 
 SECTION 11.04. Communication by the Holders with Other Holders. The Holders may communicate pursuant to
Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA. 

SECTION 11.05. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or
refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee: 
 (a) an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and 
 (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of
such counsel, all such conditions precedent have been complied with. 
 SECTION 11.06. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 
 (a) a statement that the individual making such certificate or opinion has read such covenant or condition; 
  

 104 








 (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion
of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. 
 SECTION 11.07. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer,
any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination. 
 SECTION 11.08. Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 
 SECTION 11.09. Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on
such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected. 
 SECTION 11.10. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. 
 SECTION 11.11. No Recourse Against Others. No director, officer, employee, manager or incorporator of, or holder of any
Equity Interests in the Issuer or any of its Subsidiaries, any or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuer or any of its Subsidiaries under the Securities, the Acquisition
Securities, this Indenture, the Acquisition Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Securities. 
  

 105 








 SECTION 11.12. Successors. All agreements of the Issuer and each Guarantor in this Indenture and
the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 11.13.
Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
 SECTION 11.14. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
 SECTION 11.15. Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of
this Indenture, such provision of this Indenture shall control. 
 SECTION 11.16. Severability. In case any provision in this
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability. 
  

 106 








 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first
written above. 
  

			
	NORANDA ALUMINUM HOLDING CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 107 









			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 108 








 APPENDIX A 
 PROVISIONS RELATING TO ORIGINAL SECURITIES, ADD-ON SECURITIES AND EXCHANGE SECURITIES 
  

	 	1.	Definitions. 

  

	 	1.1	Definitions. 

 For the purposes of this Appendix A
the following terms shall have the meanings indicated below: 
 “Additional Interest” has the meaning set forth in the Registration
Rights Agreement. 
 “Definitive Security” means a certificated Initial Security or Exchange Security (bearing the Restricted
Securities Legend if the transfer of such Security is restricted by applicable law) that does not include the Global Securities Legend. 
 “Depository” means The Depository Trust Company, its nominees and their respective successors. 
 “Global Securities
Legend” means the legend set forth under that caption in the applicable Exhibit to this Indenture. 
 “IAI” means an
institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Initial Purchaser” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser to the Purchase Agreement entered into in connection with the offer and sale of the Securities. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Registered Exchange Offer” means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for their Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act. 
 “Registration Rights Agreement” means (a) the Registration Rights Agreement dated as of June 7, 2007, between the Issuer and the
Initial Purchaser relating to the Securities and (b) any other similar registration rights agreement relating to Add-On Securities. 
 “Regulation S” means Regulation S under the Securities Act. 
 “Regulation S Securities” means all Initial
Securities offered and sold outside the United States in reliance on 

  

 Appendix A - 1 








 
Regulation S. 
 “Restricted Period,”
with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the
Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee, and (b) the Issue Date, and with respect to any Add-On Securities that are Transfer Restricted Securities, it means the
comparable period of 40 consecutive days. 
 “Restricted Securities Legend” means the legend set forth in Section 2.2(f)(i)
herein. 
 “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Rule 144A” means Rule 144A under the Securities Act. 
 “Rule 144A Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A. 
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee. 
 “Shelf Registration Statement” means a registration statement filed by the Company in connection with the offer and sale of Initial Securities
pursuant to the Registration Rights Agreement. 
 “Transfer Restricted Securities” means Definitive Securities and any other
Securities that bear or are required to bear or are subject to the Restricted Securities Legend. 
 “Unrestricted Definitive
Security” means Definitive Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend. 
  

	 	1.2	Other Definitions. 

  

	 	Term:	Defined in Section: 

  

					
		 	Global Securities	  	2.1(b)
		 	Regulation S Global Securities	  	2.1(b)
		 	Regulation S Permanent Global Security	  	2.1(b)
		 	Regulation S Temporary Global Security	  	2.1(b)(i)
		 	Rule 144A Global Securities	  	2.1(b)(i)

  

	 	2.	The Securities. 

  

	 	2.1	Form and Dating; Global Securities. 

 (a) The
Original Securities issued on the date hereof will be (i) offered and sold by the Issuer pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S.
Persons (as defined in Regulation S) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in 

  

 Appendix A - 2 








 
accordance with Rule 501. Add-On Securities offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more
purchase agreements in accordance with applicable law. 
 (b) Global Securities. (i) Rule 144A Securities initially shall be
represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). 
 Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and,
together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents
holding on behalf of Euroclear or Clearstream. 
 The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a
written certificate from the Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take
delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) upon certification in form reasonably satisfactory to the Trustee. 
 Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial
interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the
Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 
 The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”
and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by participants through Euroclear or
Clearstream. 
 The term “Global Securities” means the Rule 144A Global Securities and the Regulation S Global Securities. The
Global Securities shall bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member,
(ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Securities Legend. 
  

 Appendix A - 3 








 Members of, or direct or indirect participants in, the Depository shall have no rights under this
Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Securities. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. 

(ii) Transfers of Global Securities shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In
addition, a Global Security shall be exchangeable for Definitive Securities if (x) the Depository (1) notifies the Company that it is unwilling or unable to continue as depository for such Global Security and the Company thereupon fails to
appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Security; provided that in no
event shall the Regulation S Temporary Global Security be exchanged by the Issuer for Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested
by or on behalf of the Depository in accordance with its customary procedures. 
 (iii) In connection with the transfer of a Global Security
as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations. 
 (iv) Any Transfer Restricted Security delivered in exchange for an interest in a Global Security pursuant to
Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Securities Legend. 
 (v) Notwithstanding the
foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Security may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.

 (vi) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. 
  

 Appendix A - 4 









	 	2.2	Transfer and Exchange. 

 (a) Transfer and
Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b). Global Securities will not be exchanged by the Issuer for Definitive Securities except under the circumstances
described in Section 2.1(b)(ii). Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Security may be transferred and exchanged as
provided in Section 2.2(b) or 2.2(g). 
 (b) Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and
exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted
Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial
interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests
in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Restricted Securities
Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than the Initial Purchaser). A beneficial interest in an Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the
transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or
cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the
Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture
and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g). 
  

 Appendix A - 5 








 (iii) Transfer of Beneficial Interests to Another Restricted Global Security. A
beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements
of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee will take delivery in the
form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and 
 (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must
deliver a certificate in the form attached to the applicable Security. 
 (iv) Transfer and Exchange of Beneficial
Interests in a Transfer Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above
and the Registrar receives the following: 
 (A) if the holder of such beneficial interest in a Restricted Global Security
proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security; or 
 (B) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security, 
 and, in each such case, if the Company or the Registrar so requests or if the applicable rules and procedures of the Depository so require, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer
required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue
and, upon receipt of an written order of the Company in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal
to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 
 (v)
Transfer and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial Interests in a Restricted Global Security. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Security. 
  

 Appendix A - 6 








 (c) Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities.
A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes
delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive Securities.

 (d) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities. Transfers and exchanges of
beneficial interests in the Global Securities also shall require compliance with either subparagraph (i), (ii) or (ii) below, as applicable: 
 (i) Transfer Restricted Securities to Beneficial Interests in Restricted Global Securities. If any Holder of a Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a
beneficial interest in a Restricted Global Security or to transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of
the following documentation: 
 (A) if the Holder of such Transfer Restricted Security proposes to exchange such Transfer
Restricted Security for a beneficial interest in a Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security; 
 (B) if such Transfer Restricted Security is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the
Securities Act, a certificate from such Holder in the form attached to the applicable Security; 
 (C) if such Transfer
Restricted Security is being transferred to a Non U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security; 
 (D) if such Transfer Restricted Security is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security; 
 (E) if such Transfer Restricted Security is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Security, including the certifications, certificates and Opinion of Counsel, if applicable; or 
  

 Appendix A - 7 








 (F) if such Transfer Restricted Security is being transferred to the Company or a
Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Security; 
 the Trustee shall cancel the Transfer
Restricted Security, and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Security. 
 (ii) Transfer Restricted Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Transfer Restricted Security may exchange such Transfer Restricted Definitive Security for a beneficial interest in an
Unrestricted Global Security or transfer such Transfer Restricted Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following: 
 (A) if the Holder of such Transfer Restricted Security proposes to exchange such Transfer Restricted Security for a beneficial interest in
an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or 
 (B) if
the Holder of such Transfer Restricted Securities proposes to transfer such Transfer Restricted Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such
Holder in the form attached to the applicable Security, 
 and, in each such case, if the Company or the Registrar so requests or if the applicable rules and
procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Securities
and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet
been issued, the Company shall issue and, upon receipt of a written order of the Company in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal
to the aggregate principal amount of Transfer Restricted Securities transferred or exchanged pursuant to this subparagraph (ii). 
 (iii)
Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted
Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer,
the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this
subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Company in the form of an Officer’s Certificate, the Trustee shall authenticate
one or more Unrestricted Global Securities in 

  

 Appendix A - 8 








 
an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this
subparagraph (iii). 
 (iv) Unrestricted Definitive Securities to Beneficial Interests in Restricted Global Securities. An
Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Security. 
 (e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such
Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition,
the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e). 
 (i) Transfer Restricted Securities to Transfer Restricted Securities. A Transfer Restricted Security may be transferred to and
registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Security if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Security; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate
in the form attached to the applicable Security; 
 (C) if the transfer will be made pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Security; 
 (D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than
those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Security; and 
 (E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate in the form attached to the applicable Security. 
 (ii) Transfer Restricted Securities to Unrestricted Definitive Securities. Any Transfer Restricted Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Security if the Registrar receives the following: 
  

 Appendix A - 9 








 (1) if the Holder of such Transfer Restricted Security proposes to exchange such Transfer
Restricted Security for an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security; or 
 (2) if the Holder of such Transfer Restricted Security proposes to transfer such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such
Holder in the form attached to the applicable Security, 
 and, in each such case, if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order
to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive Securities to Unrestricted Definitive
Securities. A Holder of an Unrestricted Definitive Security may transfer such Unrestricted Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof. 
 (iv) Unrestricted Definitive Securities to Transfer Restricted Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a
Transfer Restricted Security. 
 At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive
Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this
Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for
Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee
to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased
accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (f) Legend. 
 (i) Except as permitted by the following paragraph (ii), (iii) or
(iv), each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in 

  

 Appendix A - 10 








 
substantially the following form (each defined term in the legend being defined as such for purposes of the legend only): 
 “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.” 
 Each Definitive Security shall bear the following additional legends: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 “THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 
 (ii) Upon any sale or transfer of a Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a Definitive Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security if the Holder certifies in writing to the
Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Security). 
  

 Appendix A - 11 








 (iii) After a transfer of any Initial Securities during the period of the effectiveness
of a Shelf Registration Statement with respect to such Initial Securities, all requirements pertaining to the Restricted Securities Legend on such Initial Securities shall cease to apply and the requirements that any such Initial Securities be
issued in global form shall continue to apply. 
 (iv) Upon the consummation of a Registered Exchange Offer with respect to
the Initial Securities pursuant to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to Initial Securities that Initial Securities be issued in global form
shall continue to apply, and Exchange Securities in global form without the Restricted Securities Legend shall be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 
 (v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Security acquired pursuant to Regulation S, all
requirements that such Initial Security bear the Restricted Securities Legend shall cease to apply and the requirements requiring any such Initial Security be issued in global form shall continue to apply. 
 (vi) Any Add-On Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend. 
 (g) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global
Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (h) Obligations with Respect to Transfers and Exchanges of Securities. 
 (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Securities and Global
Securities at the Registrar’s request. 
 (ii) No service charge shall be made for any registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon
exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture). 
  

 Appendix A - 12 








 (iii) Prior to the due presentation for registration of transfer of any Security, the Issuer, the
Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 
 (iv) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
 (i) No Obligation of the
Trustee. 
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a
participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices
and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The
rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among
Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the
terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
  

 Appendix A - 13 








 EXHIBIT A 
 [FORM OF FACE OF ORIGINAL SECURITY] 
 [Global Securities Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF. 
 [Restricted Securities Legend] 
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
  

 Exhibit A - 1 








 Each Temporary Regulation S Security shall bear the following additional legend: 
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
 Each Definitive Security
shall bear the following additional legends: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE
HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
  

 Exhibit A - 2 








 [FORM OF ORIGINAL SECURITY] 
  

					
	No.	 		  	$                    

 Senior Floating Rate Note due 2014 
  

					
		 		 	CUSIP No.
		 		 	ISIN No.
		 		 	Common Code No.

 Noranda Aluminum Holding Corporation, a
Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of            Dollars] [listed on the Schedule of Increases or Decreases in Global
Security attached hereto]1 on November 15, 2014. 
 Interest Payment Dates: May 15 and November 15 
 Record Dates: May 1 and November 1

 Additional provisions of this Security are set forth on the other side of this Security. 


	 1
	 Use the Schedule of Increases and Decreases language if Security is in Global
Form. 


  

 Exhibit A - 3 








 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 
  

			
	NORANDA ALUMINUM HOLDING CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 
  

 Exhibit A - 4 









			
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee, certifies that this is
 one of the Securities
 referred to in the Indenture.

		
	By:	 	  

		 	Authorized Signatory

  

	*/	If the Security is to be issued in global form, add the Global Securities 

 Legend and the attachment from Exhibit A captioned “TO BE 
 ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF

 INCREASES OR DECREASES IN GLOBAL SECURITY”. 
  

 Exhibit A - 5 








 EXHIBIT A 
 [FORM OF REVERSE SIDE OF ORIGINAL SECURITY] 
 Senior Floating Rate Note due 2014 
  

	1.	Interest 

 (a) NORANDA ALUMINUM HOLDING CORPORATION,
a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security semiannually in
arrears on each May 15 and November 15 commencing on November 15, 2007. Interest on the Securities will accrue from the Issue Date or the most recent date to which interest has been paid or provided for until the principal hereof is
due; provided that interest with respect to a PIK Payment (as defined below) will accrue in accordance with the terms discussed below. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Interest for the first Interest Period commencing on the Issue Date shall be payable in cash. For any Interest Period following such first Interest
Period through May 15, 2012, the Company may, at its option, elect to pay interest on the Securities (i) entirely in cash (“Cash Interest”), (ii) entirely by increasing the principal amount of the outstanding Securities or
by issuing Additional Securities (“PIK Interest”) or (iii) 50% as Cash Interest and 50% as PIK Interest. The Company must elect the form of interest payment with respect to each Interest Period by delivering a notice to the Trustee
prior to the beginning of each Interest Period. The Trustee shall promptly deliver a corresponding notice to the holders. In the absence of such an election for any Interest Period, interest on the Securities will be payable in the form of the
interest payment for the prior Interest Period. After May 15, 2012, the Company will make all interest payments on the Securities in Cash Interest only. 
 Cash Interest on the Securities will accrue at a rate per annum, reset semiannually, equal to LIBOR plus 5.75%, as determined by the Calculation Agent. PIK Interest on the Securities will accrue at the Cash Interest
rate per annum plus 0.75% and be payable (x) with respect to the Securities represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record
date, by increasing the principal amount of the outstanding Securities represented by such global notes by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) (and/or by issuing
new global notes authenticated and delivered by the Trustee) and (y) with respect to Securities represented by certificated notes, by issuing Additional Securities in certificated form in an aggregate principal amount equal to the amount of PIK
Interest for the applicable Interest Period (rounded up to the nearest whole dollar) and the Trustee will, at the request of the Company, authenticate and deliver such Additional Securities in certificated form for original issuance to the holders
on the relevant record date, as shown by the Register. The payment of PIK Interest according to sections (x) and (y) of this paragraph shall be known as a “PIK Payment.” 
  

 Exhibit A - 6 








 Following an increase in the principal amount of the outstanding Securities represented by global notes
as a result of a PIK Payment, such Securities will bear interest on such increased principal amount from and after the date of such PIK Payment. Any Additional Securities issued in certificated form will be dated as of the applicable interest
payment date and will bear interest from and after such date. All Additional Securities issued pursuant to a PIK Payment will mature on November 15, 2014 and will be governed by, and subject to the terms, provisions and conditions of, the
Indenture and shall have the same rights and benefits as the Securities issued on the Issue Date. Any certificated Additional Securities will be issued with the description “PIK” on the face of each such Additional Security. 
 The amount of interest for each day that the Securities are outstanding (the “Daily Interest Amount”) will be calculated by dividing the
interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Securities. The amount of interest to be paid on the Securities for each Interest Period will be calculated by adding the Daily Interest Amounts
for each day in the Interest Period. 
 All percentages resulting from any of the above calculations will be rounded, if necessary, to the
nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). 
 The interest rate on the Securities will in
no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. 
 The Calculation Agent will, upon the request of any holder of Securities, provide the interest rate then in effect with respect to the Securities. 
 Additional interest is payable with respect to the Securities in certain circumstances if the Company does not consummate the exchange offer (or shelf registration, if applicable) pursuant to the terms of the
Registration Rights Agreement between the Company and the Initial Purchaser entered into as of the date hereof. Any additional interest on the Securities will be payable in the same form of payment elected by the Company for the payment of interest
with respect to the applicable Interest Period. 
 “Calculation Agent” means a financial institution appointed by the Company to
calculate the interest rate payable on the Securities in respect of each Interest Period, which shall initially be the Trustee. 
 “Determination Date” with respect to an Interest Period will be the second London Banking Day preceding the first day of such Interest Period. 
 “Initial Purchaser” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser party to the Purchase Agreement entered into in connection with the offer and sale of the
Securities. 
  

 Exhibit A - 7 








 “Interest Period” means the period commencing on and including an interest payment date and
ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include November 14, 2007.

 “Issue Date” means the date on which the Securities are originally issued. 
 “LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a
six-month period beginning on the second London Banking Day after the Determination Date that appears on Bloomberg page BBAM1 as of 11:00 a.m., London time, on the Determination Date. If Bloomberg page BBAM1 does not include such a rate or is
unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation
(expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in U.S. dollars for a six-month period beginning on
the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided,
the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such
Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, the rate
for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 

“London Banking Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market. 
 (b) Registration Rights Agreement. If this Security is an “Original Security” (as
defined in the Indenture), the holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of June 7, 2007, between the Company and the Initial Purchaser. 
  

	2.	Method of Payment 

 The Company shall pay interest
on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the May 1 or November 1 next preceding the interest payment date even if Securities are canceled after the record date and
on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the United States
of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) 

  

 Exhibit A - 8 








 
shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The
Company shall make all payments in respect of a certificated Security (including principal, premium, if any, and interest), at the office of the Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a
check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  

	3.	Paying Agent and Registrar 

 Initially, Wells Fargo
Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Company issued the Securities under
an Indenture dated as of June 7, 2007 (the “Indenture”), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject
to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 
 The Securities are senior unsecured obligations of the Company. This Security is one of the Original Securities referred to in the Indenture. The
Securities include the Original Securities, any issued Add-On Securities and any Exchange Securities issued in exchange for the Original Securities or the Add-On Securities pursuant to the Indenture (including in all instances any Additional
Securities issued as a result of a PIK Payment for any of the foregoing). The Original Securities, any Add-On Securities and any Exchange Securities (including in all instances any Additional Securities issued as a result of a PIK Payment for any of
the foregoing) are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the
Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or
into any other Person or convey, transfer or lease all or substantially all of its property. 
  

 Exhibit A - 9 









	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to May 15, 2008. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time,
upon not less than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail to each Holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued
and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the
twelve-month period commencing on May 15 of the years set forth below: 
  

			
	Year	  	Redemption Price
	 2008
	  	102.000%
	 2009
	  	101.000%
	 2010 and thereafter
	  	100.000%

 In addition, prior to May 15, 2008, the Company may redeem the Securities at its option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice electronically delivered or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of
the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior
to May 15, 2008, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more
Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital
Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per
annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however, that at least 50% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities)
must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60
days’ notice electronically delivered or mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the
completion of such Equity Offering, and any such redemption or notice may, at the Company’s 

  

 Exhibit A - 10 








 
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
  

	6.	Mandatory Redemption and Sinking Fund 

 The
Securities are not subject to any sinking fund. If the Securities would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the
“Code”), at the end of each accrual period ending after the fifth anniversary of the Securities’ issuance (each, an “AHYDO redemption date”), the Company will be required to redeem for cash a portion of each Security then
outstanding equal to the “Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Security redeemed pursuant to a Mandatory Principal
Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal Redemption Amount” means the portion of a Security required to be redeemed to prevent
such Security from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Security prior to an AHYDO redemption date pursuant to
any other provision of the Indenture will alter the Company’s obligation to make the Mandatory Principal Redemption with respect to Securities that remain outstanding on an AHYDO redemption date. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
electronically delivered or mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof, and any increase in the principal
amount of Securities as a result of a PIK Payment may be made in integral multiples of $1.00. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption
date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	8.	Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Securities upon the occurrence of certain events. 
  

 Exhibit A - 11 









	9.	Ranking  

 The Securities and the Guarantees (if
any) are senior unsecured obligations of the Company and the Guarantors (if any) and will be of equal ranking with all present and future senior unsecured indebtedness and senior in right of payment to all existing and future Subordinated
Indebtedness (as defined in the Indenture) of the Company. 
  

	10.	Denominations; Transfer; Exchange 

 The Securities
are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof,
and any increase in the principal amount of the Securities as a result of a PIK Payment may be made in integral multiples of $1.00. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any
registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of
15 days prior to a selection of Securities to be redeemed. 
  

	11.	Persons Deemed Owners 

 The registered Holder of
this Security shall be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at their written request unless an abandoned property law designates another Person. After any such payment, the Holders
entitled to the money must look to the Company for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	13.	Discharge and Defeasance 

 Subject to certain
conditions, the Company at any time may terminate some of or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be. 
  

	14.	Amendment; Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any past default or
compliance 

  

 Exhibit A - 12 








 
with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to
provide for the assumption by a Successor Company of the obligations of the Company under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor, if any, under the
Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of
the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add additional Guarantees with respect to the Securities; (vi) to make any change that would provide
additional rights or benefits to the Holders or that does not adversely affect the legal rights of the Holders; (vii) to make changes relating to the transfer and legending of the Securities; (viii) to secure the Securities; (ix) to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Guarantor; (x) to make any change that does not adversely affect the legal rights of any Holder in
any material respect; (xi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (xii) to effect any provision of the Indenture; (xiii) to provide for the issuance
of the Exchange Securities or Add-On Securities, as defined in the Indenture; (xiv) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof; or
(xv) to conform the text of the Indenture or Securities to any provision of the section entitled “Description of the Notes” in the Offering Memorandum. 
  

	15.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each
case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable provided, however, that so long as any Bank Indebtedness remains outstanding, no
such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Company or Noranda Aluminum Acquisition Corporation and the Representative under the Credit Facilities and (2) the
day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company
occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a
majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied 

  

 Exhibit A - 13 








 
with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the
Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the
Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after
the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day
period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that
would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not
taking such action. 
  

	16.	Trustee Dealings with the Company 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	17.	No Recourse Against Others 

 No director, officer,
employee, manager, incorporator or holder of any Equity Interests (as defined in the Indenture) in the Company, any of its Subsidiaries or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the
Company or any of its Subsidiaries under the Securities, the Acquisition Securities, the Indenture, the Acquisition Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases all such liability. 
  

	18.	Authentication 

 This Security shall not be valid
until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 
  

	19.	Abbreviations 

  

 Exhibit A - 14 








 Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
  

	20.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
  

	21.	CUSIP Numbers; ISINs; Common Codes 

 The Company has
caused CUSIP numbers, ISINs and Common Codes to be printed on the Securities and has directed the Trustee to use CUSIP numbers, ISINs and Common Codes in notices of redemption as a convenience to the Holders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the
text of this Security. 
  

 Exhibit A - 15 








 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to: 
  

	
	  

	 (Print or type assignee’s name, address and zip code)


  

	
	  

	 (Insert assignee’s soc. sec. or tax I.D. No.)


 and irrevocably
appoint                            agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him. 
  

									
	  

					
	Date:	 	  
	 		 	Your Signature:	 	  

		 		 		 		 	
	
	  

	Sign exactly as your name appears on the other side of this Security.

 Signature Guarantee: 
  

							
	Date:	 	  
	 		  	  

	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		  	Signature of Signature Guarantee

  

 Exhibit A - 16 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED SECURITIES 
 This certificate relates to
$                     principal amount of Securities held in (check applicable space)
             book-entry or              definitive form by the undersigned. 
 The undersigned (check one box below): 
  

			
	 ̈	  	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered
form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above);
		
	 ̈	  	has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

 In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the
expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

							
		 	(1)	  	 ̈	  	to the Company; or
				
		 	(2)	  	 ̈	  	to the Registrar for registration in the name of the Holder, without transfer; or
				
		 	(3)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
				
		 	(4)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
				
		 	(5)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Security
shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
				
		 	(6)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter
containing certain representations and agreements; or

  

 Exhibit A - 17 









							
				
		 	(7)	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this
certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Company or the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the Company or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933. 
  

									
	 Date:
	 	  
	 		 	Your Signature:	  	  


 Signature Guarantee: 
  

							
	Date:	 	  
	 		  	  

	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		  	Signature of Signature Guarantee

  

 Exhibit A - 18 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	NOTICE: To be executed by an executive officer

  

 Exhibit A - 19 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of
this Global Security is $                    . The following increases or decreases in this Global Security have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in
 Principal Amount of
 this Global
Security
	 	 Amount of increase in
 Principal Amount of
 this Global
Security
	 	 Principal amount of this
 Global Security
 following such
decrease
 or increase
	 	 Signature of authorized
 signatory of Trustee or
 Securities
Custodian


  

 Exhibit A - 20 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box: 
  

									
		 	Asset Sale      ̈	 		  	Change of Control      ̈
	  	

 If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): 
 $ 

  

									
	Date:	  	  
	  		  	Your Signature:	  	  

		  		  		  		  	(Sign exactly as your name appears on the other side of this Security)

  

					
	Signature Guarantee:	 	 	  	
		
	 Signature must be guaranteed by a participant
 in a recognized signature guaranty medallion
 program or other signature guarantor
 program reasonably acceptable to the
Trustee
	  	

  

 Exhibit A - 21 








 EXHIBIT B 
 [FORM OF FACE OF EXCHANGE SECURITY] 
 [Global Securities Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF. 
  

 Exhibit B - 1 








 [FORM OF EXCHANGE SECURITY] 
  

					
	No.	 		  	$                    

 Senior Floating Rate Note due 2014 
  

					
		 		 	CUSIP No.
		 		 	ISIN No.
		 		 	Common Code No.

 Noranda Aluminum Holding Corporation, a
Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of            Dollars] [listed on the Schedule of Increases or Decreases in Global
Security attached hereto] 2 on November 15, 2014. 
 Interest Payment Dates: May 15 and November 15 
 Record Dates: May 1 and November 1

 Additional provisions of this Security are set forth on the other side of this Security. 


	 2
	 Use the Schedule of Increases and Decreases language if Security is in Global
Form. 


  

 Exhibit B - 2 








 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 
  

			
	NORANDA ALUMINUM HOLDING CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: 
  

 Exhibit B - 3 









			
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee, certifies that this is
 one of the Securities
 referred to in the Indenture.

		
	By:	 	  

		 	Authorized Signatory

  

	*/	If the Security is to be issued in global form, add the Global Securities 

 Legend and the attachment from Exhibit A captioned “TO BE ATTACHED 
 TO GLOBAL SECURITIES - SCHEDULE OF
INCREASES OR 
 DECREASES IN GLOBAL SECURITY”. 
  

 Exhibit B - 4 








 EXHIBIT B 
 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY] 
 Senior Floating Rate Note due 2014 
 Senior Floating Rate Note due 2014 
  

	1.	Interest 

 (a) NORANDA ALUMINUM HOLDING CORPORATION,
a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security semiannually in
arrears on each May 15 and November 15 commencing on November 15, 2007. Interest on the Securities will accrue from the Issue Date or the most recent date to which interest has been paid or provided for until the principal hereof is
due; provided that interest with respect to a PIK Payment (as defined below) will accrue in accordance with the terms discussed below. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Interest for the first Interest Period commencing on the Issue Date shall be payable in cash. For any Interest Period following such first Interest
Period through May 15, 2012, the Company may, at its option, elect to pay interest on the Securities (i) entirely in cash (“Cash Interest”), (ii) entirely by increasing the principal amount of the outstanding Securities or
by issuing Additional Securities (“PIK Interest”) or (iii) 50% as Cash Interest and 50% as PIK Interest. The Company must elect the form of interest payment with respect to each Interest Period by delivering a notice to the Trustee
prior to the beginning of each Interest Period. The Trustee shall promptly deliver a corresponding notice to the holders. In the absence of such an election for any Interest Period, interest on the Securities will be payable in the form of the
interest payment for the prior Interest Period. After May 15, 2012, the Company will make all interest payments on the Securities in Cash Interest only. 
 Cash Interest on the Securities will accrue at a rate per annum, reset semiannually, equal to LIBOR plus 5.75%, as determined by the Calculation Agent. PIK Interest on the Securities will accrue at the Cash Interest
rate per annum plus 0.75% and be payable (x) with respect to the Securities represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record
date, by increasing the principal amount of the outstanding Securities represented by such global notes by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) (and/or by issuing
new global notes authenticated and delivered by the Trustee) and (y) with respect to Securities represented by certificated notes, by issuing Additional Securities in certificated form in an aggregate principal amount equal to the amount of PIK
Interest for the applicable Interest Period (rounded up to the nearest whole dollar) and the Trustee will, at the request of the Company, authenticate and deliver such Additional Securities in certificated form for original issuance to the holders
on the relevant record date, as shown by the Register. The payment of PIK Interest according to sections (x) and (y) of this paragraph shall be known as a “PIK Payment.” 
  

 Exhibit B - 5 








 Following an increase in the principal amount of the outstanding Securities represented by global notes
as a result of a PIK Payment, such Securities will bear interest on such increased principal amount from and after the date of such PIK Payment. Any Additional Securities issued in certificated form will be dated as of the applicable interest
payment date and will bear interest from and after such date. All Additional Securities issued pursuant to a PIK Payment will mature on November 15, 2014 and will be governed by, and subject to the terms, provisions and conditions of, the
Indenture and shall have the same rights and benefits as the Securities issued on the Issue Date. Any certificated Additional Securities will be issued with the description “PIK” on the face of each such Additional Security. 
 The amount of interest for each day that the Securities are outstanding (the “Daily Interest Amount”) will be calculated by dividing the
interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Securities. The amount of interest to be paid on the Securities for each Interest Period will be calculated by adding the Daily Interest Amounts
for each day in the Interest Period. 
 All percentages resulting from any of the above calculations will be rounded, if necessary, to the
nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). 
 The interest rate on the Securities will in
no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. 
 The Calculation Agent will, upon the request of any holder of Securities, provide the interest rate then in effect with respect to the Securities. 
 Additional interest is payable with respect to the Securities in certain circumstances if the Company does not consummate the exchange offer (or shelf registration, if applicable) pursuant to the terms of the
Registration Rights Agreement between the Company and the Initial Purchaser entered into as of the date hereof. Any additional interest on the Securities will be payable in the same form of payment elected by the Company for the payment of interest
with respect to the applicable Interest Period. 
 “Calculation Agent” means a financial institution appointed by the Company to
calculate the interest rate payable on the Securities in respect of each Interest Period, which shall initially be the Trustee. 
 “Determination Date” with respect to an Interest Period will be the second London Banking Day preceding the first day of such Interest Period. 
 “Initial Purchaser” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser party to the Purchase Agreement entered into in connection with the offer and sale of the
Securities. 
  

 Exhibit B - 6 








 “Interest Period” means the period commencing on and including an interest payment date and
ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include November 14, 2007.

 “Issue Date” means the date on which the Securities are originally issued. 
 “LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a
six-month period beginning on the second London Banking Day after the Determination Date that appears on Bloomberg page BBAM1 as of 11:00 a.m., London time, on the Determination Date. If Bloomberg page BBAM1 does not include such a rate or is
unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation
(expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in U.S. dollars for a six-month period beginning on
the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided,
the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such
Determination Date, for loans in a Representative Amount in U.S. dollars to leading European banks for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, the rate
for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 

“London Banking Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market. 
  

	2.	Method of Payment 

 The Company shall pay interest
on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the May 1 or November 1 next preceding the interest payment date even if Securities are canceled after the record date and
on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the United States
of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company shall make all payments in respect of a certificated Security (including principal, premium, if any, and
interest), at the office of the Paying Agent, except that, at the option of the Company, payment of interest may 

  

 Exhibit B - 7 








 
be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be
made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 

 

	3.	Paying Agent and Registrar 

 Initially, Wells Fargo
Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Company issued the Securities under
an Indenture dated as of June 7, 2007 (the “Indenture”), between the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject
to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 
 The Securities are senior unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The
Securities include the Original Securities, any issued Add-On Securities and any Exchange Securities issued in exchange for the Original Securities or the Add-On Securities pursuant to the Indenture (including in all instances any Additional
Securities issued as a result of a PIK Payment for any of the foregoing). The Original Securities, any Add-On Securities and any Exchange Securities (including in all instances any Additional Securities issued as a result of a PIK Payment for any of
the foregoing) are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other
Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the
Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or
into any other Person or convey, transfer or lease all or substantially all of its property. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to May 15, 2008. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time,


  

 Exhibit B - 8 








 
upon not less than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail to each Holder’s registered address, at
the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on May 15 of the years set forth below: 
  

			
	 Year
	  	Redemption Price
	 2008
	  	102.000%
	 2009
	  	101.000%
	 2010 and thereafter
	  	100.000%

 In addition, prior to May 15, 2008, the Company may redeem the Securities at its option, in
whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice electronically delivered or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of
the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior
to May 15, 2008, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more
Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital
Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per
annum on the Securities applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however, that at least 50% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities)
must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60
days’ notice electronically delivered or mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to the
completion of such Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
  

	6.	Mandatory Redemption and Sinking Fund 

  

 Exhibit B - 9 








 The Securities are not subject to any sinking fund. If the Securities would otherwise constitute
“applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), at the end of each accrual period ending after the fifth anniversary of the
Securities’ issuance (each, an “AHYDO redemption date”), the Company will be required to redeem for cash a portion of each Security then outstanding equal to the “Mandatory Principal Redemption Amount” (each such redemption,
a “Mandatory Principal Redemption”). The redemption price for the portion of each Security redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the
date of redemption. The “Mandatory Principal Redemption Amount” means the portion of a Security required to be redeemed to prevent such Security from being treated as an “applicable high yield discount obligation” within the
meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Security prior to an AHYDO redemption date pursuant to any other provision of the Indenture will alter the Company’s obligation to make the Mandatory
Principal Redemption with respect to Securities that remain outstanding on an AHYDO redemption date. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
electronically delivered or mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof, and any increase in the principal
amount of Securities as a result of a PIK Payment may be made in integral multiples of $1.00. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption
date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	8.	Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Securities upon the occurrence of certain events. 
  

	9.	Ranking  

 The Securities and the Guarantees (if
any) are senior unsecured obligations of the Company and the Guarantors (if any) and will be of equal ranking with all present and future 

  

 Exhibit B - 10 








 
senior unsecured indebtedness and senior in right of payment to all existing and future Subordinated Indebtedness (as defined in the Indenture) of the
Company. 
  

	10.	Denominations; Transfer; Exchange 

 The Securities
are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof,
and any increase in the principal amount of the Securities as a result of a PIK Payment may be made in integral multiples of $1.00. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any
registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of
15 days prior to a selection of Securities to be redeemed. 
  

	11.	Persons Deemed Owners 

 The registered Holder of
this Security shall be treated as the owner of it for all purposes. 
  

	12.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Company at their written request unless an abandoned property law designates another Person. After any such payment, the Holders
entitled to the money must look to the Company for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 
  

	13.	Discharge and Defeasance 

 Subject to certain
conditions, the Company at any time may terminate some of or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be. 
  

	14.	Amendment; Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any past default or
compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the
Company 

  

 Exhibit B - 11 








 
under the Indenture and the Securities; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor, if any, under
the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in registered form for purposes of Section 163(f)
of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add additional Guarantees with respect to the Securities; (vi) to make any change that would provide
additional rights or benefits to the Holders or that does not adversely affect the legal rights of the Holders; (vii) to make changes relating to the transfer and legending of the Securities; (viii) to secure the Securities; (ix) to
add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Guarantor; (x) to make any change that does not adversely affect the legal rights of any Holder in
any material respect; (xi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (xii) to effect any provision of the Indenture; (xiii) to provide for the issuance
of the Exchange Securities or Add-On Securities, as defined in the Indenture; (xiv) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof; or
(xv) to conform the text of the Indenture or Securities to any provision of the section entitled “Description of the Notes” in the Offering Memorandum. 
  

	15.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each
case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable provided, however, that so long as any Bank Indebtedness remains outstanding, no
such acceleration shall be effective until the earlier of (1) five Business Days after the giving of written notice to the Company or Noranda Aluminum Acquisition Corporation and the Representative under the Credit Facilities and (2) the
day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company
occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a
majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the
Trustee indemnity or security satisfactory to it against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may
pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the
outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has 

  

 Exhibit B - 12 








 
not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority
in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding
Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the
Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  

	16.	Trustee Dealings with the Company 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	17.	No Recourse Against Others 

 No director, officer,
employee, manager, incorporator or holder of any Equity Interests (as defined in the Indenture) in the Company, any of its Subsidiaries or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the
Company or any of its Subsidiaries under the Securities, the Acquisition Securities, the Indenture, the Acquisition Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases all such liability. 
  

	18.	Authentication 

 This Security shall not be valid
until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 
  

	19.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	20.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
  

 Exhibit B - 13 









	21.	CUSIP Numbers; ISINs; Common Codes 

 The Company has
caused CUSIP numbers, ISINs and Common Codes to be printed on the Securities and has directed the Trustee to use CUSIP numbers, ISINs and Common Codes in notices of redemption as a convenience to the Holders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this
Security. 
  

 Exhibit B - 14 








 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to: 
  

	
	  

	 (Print or type assignee’s name, address and zip code)


  

	
	  

	 (Insert assignee’s soc. sec. or tax I.D. No.)


 and irrevocably
appoint                            agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him. 
  

									
	  

					
	Date:	 	  
	 		 	Your Signature:	 	  

		 		 		 		 	Sign exactly as your name appears on the other side of this Security.
	

 Signature Guarantee: 
  

							
	Date:	 	  
	 		  	  

	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program reasonably
 acceptable to the Trustee
	 		  	Signature of Signature Guarantee

  

 Exhibit B - 15 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box: 
  

									
		 	Asset Sale      ̈	 		  	Change of Control      ̈
	  	

 If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): 
 $ 

  

									
	Date:	  	  
	  		  	Your Signature:	  	  

		  		  		  		  	(Sign exactly as your name appears on the other side of this Security)

  

					
	Signature Guarantee:	 	 	  	
		
	 Signature must be guaranteed by a
 participant in a recognized signature
 guaranty medallion program or other
 signature guarantor program
 reasonably acceptable to the Trustee
	  	

  

 Exhibit B - 16 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of
this Global Security is $                    . The following increases or decreases in this Global Security have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in
 Principal Amount of
 this Global
Security
	 	 Amount of increase in
Principal Amount of
 this Global Security
	 	 Principal amount of this
Global Security
 following such decrease
 or
increase
	 	 Signature of authorized
 signatory of Trustee or
 Securities
Custodian

		 		 		 		 	

  

 Exhibit B - 17 








 EXHIBIT C 
 [FORM OF SUPPLEMENTAL INDENTURE] 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as
of [                    ], among [GUARANTOR] (the “New Guarantor”), a subsidiary of NORANDA ALUMINUM HOLDING CORPORATION (or its
successor), a Delaware corporation (the “Issuer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 
 WHEREAS the Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 7, 2007, providing initially for
the issuance of $220,000,000 in aggregate principal amount of the Issuer’s Senior Floating Rate Notes due 2014 (the “Securities”); 
 WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall
unconditionally guarantee all the Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the existing Guarantors (if any) are authorized to execute and
deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally
guarantee the Issuer’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities
and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
  

 Exhibit C - 1 








 3. Notices. All notices or other communications to the New Guarantor shall be given as provided in
Section 11.03 of the Indenture. 
 4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. 
 8. Effect of Headings. The Section headings herein are for convenience only and shall not
effect the construction thereof. 
  

 Exhibit C - 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	[NEW GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	  

		 	Name:
		 	Title:


  

 Exhibit C - 3