EX-4.17



 





EXHIBIT 4.17




$150,000,000




CENTURY ALUMINUM COMPANY




1.75% CONVERTIBLE SENIOR NOTES DUE AUGUST 1, 2024




REGISTRATION RIGHTS AGREEMENT




August 9, 2004




CREDIT SUISSE FIRST BOSTON LLC

as Representative of the Initial Purchasers

c/o Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629




Dear Sirs:




     Century Aluminum Company, a Delaware corporation (the “COMPANY”),
proposes to issue and sell to Credit Suisse First Boston LLC, Banc of America
Securities LLC and Goldman, Sachs & Co. (collectively, the “INITIAL
PURCHASERS”), upon the terms set forth in a purchase agreement dated July 30,
2004 (the “PURCHASE AGREEMENT”), $150,000,000 aggregate principal amount (plus
up to an additional $25,000,000 principal amount) of its 1.75% Convertible
Senior Notes due August 1, 2024 (the “INITIAL SECURITIES”). The Initial
Securities will be convertible into a combination of cash or cash and shares of
common stock, par value $0.01 per share, of the Company (the “COMMON STOCK”)
upon the terms set forth in the Offering Circular dated July 30, 2004 (the
“OFFERING CIRCULAR”). The Initial Securities will be issued pursuant to an
Indenture, dated as of August 9, 2004 (the “INDENTURE”), among the Company and
Wilmington Trust Company, as trustee (the “TRUSTEE”). As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Company agrees
with
the Initial Purchasers, for the benefit of (i) the Initial Purchasers and (ii)
the holders of the Initial Securities and the Common Stock issuable upon
conversion of the Initial Securities (collectively, the “SECURITIES”) from time
to time until such time as such Securities have been sold pursuant to a Shelf
Registration Statement (as defined in section 1(a) hereof) subject to the terms
and conditions of this Agreement (each of the forgoing a “HOLDER” and
collectively the “HOLDERS”), as follows:



     1. Shelf Registration. (a) The Company shall, at its cost, prepare and,
as promptly as practicable (but in no event more than one hundred twenty (120)
days after the first date of initial issuance of the Initial Securities) file
with the Securities and Exchange Commission (the “COMMISSION”) and thereafter
use its best efforts to cause to be declared effective as soon as practicable,
but in no event later than two hundred ten (210) days after the first date of
initial issuance of the Initial Securities, a registration statement on Form
S-3 (the “SHELF REGISTRATION STATEMENT”) relating to the offer and sale of the
Transfer Restricted Securities (as defined in Section 1(g) hereof) by Holders
thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the Securities Act
of 1933, as amended (the “SECURITIES ACT”) (hereinafter, the “SHELF
REGISTRATION”); provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Transfer Restricted Securities held by
it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder, has provided a Notice and Questionnaire in accordance with Section 1(b)
or 1(d) and has otherwise complied with its obligations under this Agreement.



 









 





     (b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the prospectus
included therein (the “PROSPECTUS”) to be lawfully delivered by the Selling
Securityholder (as defined in Section 1(h) hereof) of the relevant Transfer
Restricted Securities, for a period of two years (or for such longer period if
extended pursuant to Section 2(h) below) from the date of its effectiveness or
such shorter period that shall terminate when all the Transfer Restricted
Securities covered by the Shelf Registration Statement (i) have been sold
pursuant thereto or (ii) are no longer restricted securities (as defined in
Rule
144(k) under the Securities Act, or any successor rule thereof) or (iii) cease
to be outstanding, assuming for this purpose that the Holders thereof are not
affiliates of the Company as defined in Rule 144(a)(1) (in any such case, such
period being called the “SHELF REGISTRATION PERIOD”). At the time the Shelf
Registration Statement is declared effective, each Holder that has delivered a
fully completed and legible written notice containing substantially the
information called for by the Form of Selling Securityholder Notice and
Questionnaire, attached as Annex A to the Offering Circular (the “NOTICE AND
QUESTIONNAIRE”) to the Issuer (such Holder, a “NOTICE HOLDER”) on or prior to
the date that is ten (10) Business Days (each a day that is not a Saturday,
Sunday or a day on which state or federally chartered banking institutions in
New York, New York and the state in which the principal offices of the Trustee
is located are not required to be open, referred to herein as a “BUSINESS DAY”)
prior to such time of effectiveness shall be named as a Selling Securityholder
in the Shelf Registration Statement and the related Prospectus in such a manner
as to permit such Selling Securityholder to deliver such Prospectus to
purchasers of Transfer Restricted Securities in accordance with applicable law.
Notwithstanding any other provisions of this Agreement to the contrary, each
Holder agrees, by acquisition of the Transfer Restricted Securities, that no
Holder of Transfer Restricted Securities shall be entitled to sell any of such
Transfer Restricted Securities pursuant to the Shelf Registration Statement or
to receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to this Section
1(b) (including the information required to be included in such Notice and
Questionnaire) or 1(d) and the information set forth in the next sentence. Each
Notice Holder will be required to agree promptly to furnish to the Company in
writing all information required to be disclosed in order to make the
information previously furnished to the Company by such Notice Holder not
misleading, any other information regarding such Notice Holder and the
distribution of such Transfer Restricted Securities as may be required to be
disclosed in the Registration Statement under applicable law or pursuant to
Commission comments and any information otherwise required by the Company to
comply with applicable law or regulations.



     (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration
Statement,
if required by the Securities Act or as necessary to name a Notice Holder as a
Selling Securityholder pursuant to Section 1(d) below.



     (d) After the Shelf Registration Statement has become effective, the
Company shall, as promptly as practicable, after the date any Notice and
Questionnaire is delivered pursuant to Section 7(d) hereof, if required by
applicable law, file with the Commission a post-effective amendment to the
Shelf
Registration Statement or prepare and, to the extent required by applicable
law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Notice Holder is named as a Selling Securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Selling Securityholder to deliver such Prospectus to purchasers of the
Transfer Restricted Securities in accordance with applicable law; provided,
however, that the Company shall not be obligated to file more than one such
amendment or supplement for all such Holders during each fiscal quarter. If the
Company files a post-effective amendment, the Company shall use its best
efforts
to cause such post-effective amendment to be declared effective under the
Securities Act as promptly as practicable.



     (e) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement and the
Prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement, (i) to comply in all
material respects with the applicable requirements of the Securities Act and
the rules and regulations of the



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Commission and (ii) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.




     (f) “TRANSFER RESTRICTED SECURITY” means each Security until (i) the
date on which such Security has been effectively registered under the
Securities
Act and disposed of in accordance with the Shelf Registration Statement or (ii)
the date on which such Security is distributed to the public pursuant to Rule
144 under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act.



     (g) A “SELLING SECURITYHOLDER” is a Notice Holder that, prior to the
relevant date, has delivered the Notice and Questionnaire to the Company,
pursuant to Sections 1(b) or 1(d) hereof.



     2. Registration Procedures. In connection with the Shelf Registration
contemplated by Section 1 hereof, the following provisions shall apply:



     (a) The Company shall (i) furnish to each Initial Purchaser and counsel
for the Initial Purchasers, prior to the filing thereof with the Commission, a
copy of the Shelf Registration Statement and each amendment thereof and each
supplement, if any, to the Prospectus and, in the event that an Initial
Purchaser (with respect to any portion of an unsold allotment from the original
offering) is participating in the Shelf Registration, and shall use its
reasonable efforts to reflect in each such document, when so filed with the
Commission, such comments as such Initial Purchaser reasonably may propose; and
(ii) include the names of Notice Holders who propose to sell Transfer
Restricted
Securities pursuant to the Shelf Registration Statement as Selling
Securityholders and have complied with Section 1(b) or 1(d).



     (b) The Company shall, as promptly as practicable, give written notice
to the Initial Purchasers and the Selling Securityholders (which notice
pursuant
to clauses (v)-(ix) hereof shall be and pursuant to clauses (ii)-(iv) may be
accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes to the Prospectus have been made or until they receive a
notice from the Company that they may resume use of the existing Prospectus, as
applicable):




     (i) when the Shelf Registration Statement or any amendment
thereto has been filed with the Commission and when the Shelf
Registration Statement or any post-effective amendment thereto has
become effective;




     (ii) of any request by the Commission or any other federal or
state governmental authority for additional information after the Shelf
Registration Statement has become effective;




     (iii) of initiation of any proceedings by the Commission or
any other federal or state governmental authority with respect to the
issuance of a stop order suspending the effectiveness of the Shelf
Registration Statement;




     (iv) of the receipt by the Company or its legal counsel of any
notification with respect to the initiation or threatening of any
proceeding with respect to the suspension of the qualification of the
Transfer Restricted Securities for sale in any jurisdiction;




     (v) of any request by the Commission or any other federal or
state governmental authority for amendments or supplements to the Shelf
Registration Statement or the Prospectus;




     (vi) of the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the
effectiveness of the Shelf Registration Statement;




     (vii) of the receipt by the Company or its legal counsel of
any notification with respect to the suspension of the qualification of
the Transfer Restricted Securities for sale in any jurisdiction;



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     (viii) of the happening of any event that in the good faith
judgment of the Company requires the Company to make changes in the
Shelf Registration Statement or the Prospectus in order that the Shelf
Registration Statement or the Prospectus does not contain an untrue
statement of a material fact nor omit to state a material fact required
to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances under which
they were made) not misleading; and




     (ix) of the start and completion of any Suspension Period
under Section 2(h).



     (c) The Company shall use every reasonable effort to obtain the
withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement or lifting of any suspension
of the qualification (or exemption from qualification) of any Transfer
Restricted Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case at the earliest possible moment, provide
notice as promptly as practicable to each Selling Securityholder and the
Initial
Purchasers of the withdrawal of any such order.



     (d) The Company shall furnish to each Selling Securityholder, without
charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if the Selling Securityholders so requests in writing, all exhibits
thereto
(including those, if any, incorporated by reference).



     (e) The Company shall, during the Shelf Registration Period, deliver to
each Selling Securityholder, without charge, as many copies of the Prospectus
(including each preliminary prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as such person may reasonably
request. The Company consents, subject to the provisions of this Agreement, to
the use of the Prospectus or any amendment or supplement thereto by each of the
Selling Securityholders in connection with the offering and sale of the
Transfer
Restricted Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement during the Shelf
Registration Period pursuant to the Shelf Registration Statement in accordance
with applicable law in the manner described herein.



     (f) Prior to any public offering of the Transfer Restricted Securities
pursuant to the Shelf Registration Statement, the Company shall register or
qualify or cooperate with the Selling Securityholders and their respective
counsel in connection with the registration or qualification of the Transfer
Restricted Securities for offer and sale under the securities or “blue sky”
laws
of such states of the United States as any Selling Securityholder reasonably
requests in writing by the time the Shelf Registration Statement is declared
effective by the Commission and do any and all other acts or things reasonably
necessary or advisable to enable such Selling Securityholder to offer and sell
in such jurisdictions the Transfer Restricted Securities owned by it covered by
such Registration Statement; provided, however, that the Company shall not be
required to (i) qualify generally to do business or as a dealer in Securities
in
any jurisdiction where it is not then so qualified or (ii) take any action
which
would subject it to general service of process or to taxation in any
jurisdiction where it is not then so subject.



     (g) The Company shall cooperate with the Selling Securityholders to
facilitate the timely preparation and delivery of certificates representing the
Transfer Restricted Securities to be sold pursuant to any Registration
Statement
free of any restrictive legends and in such denominations and registered in
such
names as the Selling Securityholders may request a reasonable period of time
prior to sales of the Transfer Restricted Securities pursuant to the Shelf
Registration Statement.



     (h) Upon the occurrence of any event contemplated by paragraphs (ii)
through (viii) of Section 2(b) above during the Shelf Registration Period with
respect to which event the Company’s notice included an instruction to suspend
use of the Prospectus until the requisite changes were made, the Company shall,
if required by applicable law and subject to the second paragraph of this
Section 2(h), promptly as practicable, prepare and file a post-effective
amendment to the Shelf Registration Statement or



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an amendment or supplement to the Prospectus and any other required document so
that, as thereafter delivered to Selling Securityholders or purchasers of the
Transfer Restricted Securities, the Prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. If the Company
notifies the Initial Purchasers and the Selling Securityholders in accordance
with paragraphs (ii) through (ix) of Section 2(b) above and/or the second
paragraph of this Section 2(h) to suspend the use of the Prospectus, then the
Initial Purchasers and the Selling Securityholders shall suspend use of such
Prospectus, and the Shelf Registration Period provided for in Section 1(b)
above
shall be extended by the number of days the Prospectus was not used during the
period from and including the date of the giving of such notice to and
including
the date when the Initial Purchasers and the Selling Securityholders shall have
received such amended or supplemented Prospectus pursuant to this subsection
(h)
or a notice from the Company that the Selling Securityholders may resume use of
the existing Prospectus, and, if so directed by the Company such Holder will
deliver to the Company all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus covering such
Transfer Restricted Securities current at the time of receipt of such notice.




     In addition to any suspension in accordance with paragraphs (ii)
through (viii) of Section 2(b) above, the Company may suspend the use of the
prospectus for a period (“SUSPENSION PERIOD”) not to exceed an aggregate of 45
days in any 90-day period or an aggregate of 120 days in any twelve month
period
if the Board of Directors of the Company shall have determined in good faith
that because of valid business reasons (not including avoidance of the
Company’s
obligations hereunder), including, without limitation, the acquisition or
divestiture of assets, pending corporate developments, public filings with the
Commission and similar events, it is in the interest of the Company to suspend
such use, and prior to suspending such use the Company provides the Holders
with
written notice of such suspension, which notice need not specify the nature of
the event giving rise to such suspension.



     (i) Not later than the effective date of the Shelf Registration
Statement, the Company shall provide CUSIP numbers for the Transfer Restricted
Securities registered under the Shelf Registration Statement, and provide the
Trustee with printed certificates for the Transfer Restricted Securities, in a
form eligible for deposit with The Depository Trust Company.



     (j) The Company shall comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Shelf
Registration and shall make generally available to its Holders (or otherwise
provide in accordance with Section 11(a) of the Securities Act) an earnings
statement (which need not be audited) satisfying the provisions of Section
11(a)
of the Securities Act, no later than forty-five (45) days after the end of a
12-month period (or ninety (90) days, if such period is a fiscal year)
beginning
with the first month of the Company’s first fiscal quarter commencing after the
effective date of the Shelf Registration Statement, which statement shall cover
such 12-month period.



     (k) The Company shall cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended, (the “TRUST INDENTURE ACT”) in a
timely
manner and cooperate with the Trustee to effect such changes, if any, as shall
be necessary for such qualification. In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Company shall
use its best efforts to appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.



     (l) The Company may require each Selling Securityholder to furnish to
the Company such information regarding the Selling Securityholders and the
distribution of the Transfer Restricted Securities as the Company may from time
to time reasonably require for inclusion in the Shelf Registration Statement,
and the Company may exclude from such registration the Transfer Restricted
Securities of any Holder that unreasonably fails to furnish such information
within a reasonable time after receiving such request.



     (m) The Company shall enter into such customary agreements (including,
if requested, an underwriting agreement in customary form) and take all such
other actions, if any, as Majority Holders shall



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reasonably request in order to facilitate the disposition of the Transfer
Restricted Securities pursuant to the Shelf Registration.




     (n) The Company shall (i) make reasonably available for inspection by a
representative of the Selling Securityholders, any underwriter participating in
any disposition pursuant to the Shelf Registration Statement and any attorney
or
accountant retained by the Selling Securityholders or any such underwriter, at
reasonable times and in a reasonable manner, all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries and (ii) cause the appropriate officers, directors, employees,
accountants and auditors of the Company and its subsidiaries to supply all
relevant information reasonably requested by such representative of the Selling
Securityholders or any such underwriter, attorney or accountant in connection
with the Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons, to conduct a reasonable investigation within
the meaning of Section 11 of the Securities Act and as is customary for similar
due diligence examinations; provided, however, that the foregoing inspection
and
information gathering shall be coordinated on behalf of the Initial Purchasers
by you and on behalf of the other parties, by one counsel designated by and on
behalf of such other parties as described in Section 3 hereof, which shall be
counsel to the Initial Purchasers unless such counsel elects not to so act; and
provided, further, that such persons shall first agree in writing with the
Company that any information that is reasonably and in good faith designated by
the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such persons unless (i) disclosure of
such information is required by court or administrative order or is necessary
to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of the Shelf
Registration Statement or use of any Prospectus referred to in this Agreement),
(iii) such information becomes generally available to the public other than as
a
result of disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Company and such source is not bound by a confidentiality agreement or
otherwise
obligated to keep such information.



     (o) The Company, if reasonably requested by Majority Holders, shall, in
the case of an underwritten offering, (i) cause its counsel to deliver an
opinion and updates thereof relating to the Transfer Restricted Securities in
customary form addressed to such Holders and the Managing Underwriters (as
defined in Section 7 hereof), if any, thereof, and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement (it
being agreed that the matters to be covered by such opinion shall include,
without limitation, the due incorporation and good standing of the Company and
its subsidiaries; the qualification of the Company and its subsidiaries to
transact business as foreign corporations; the due authorization, execution and
delivery of the relevant agreement of the type referred to in Section 2(m)
hereof; the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the Transfer Restricted Securities; the absence
of material legal or governmental proceedings involving the Company and its
subsidiaries; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the offering and sale of the
Transfer Restricted Securities, or any agreement of the type referred to in
Section 2(m) hereof; the compliance as to form of the Shelf Registration
Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture
Act, respectively; and, as of the date of the opinion and as of the effective
date of the Shelf Registration Statement or most recent post-effective
amendment
thereto, as the case may be, the absence from the Shelf Registration Statement
and the Prospectus, as then amended or supplemented, and from any documents
incorporated by reference therein of an untrue statement of a material fact or
the omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any
such
documents, in the light of the circumstances existing at the time that such
documents were filed with the Commission under the Exchange Act of 1934, as
amended (the “EXCHANGE ACT”) to the extent the foregoing matters at such time
are customarily covered in opinions requested in underwritten offerings)); (ii)
cause its officers to execute and deliver all customary documents and
certificates and updates thereof reasonably requested by any underwriters of
the
Transfer Restricted Securities, (iii) cause its independent public accountants
and the independent public accountants with respect to any other subsidiary of
the Company or business acquired



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by the Company for which financial statements and financial information is
provided in the Shelf Registration Statement to provide to the Selling
Securityholders of the applicable Transfer Restricted Securities and any
underwriter therefor a comfort letter in customary form and covering matters of
the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72
and (iv) set forth in full in the underwriting agreement, if any, as
applicable,
indemnification provisions and procedures which provide rights no less
protective than those set forth in Section 4 hereof with respect to all parties
to be indemnified.




     (p) The Company shall, in the case of an underwritten offering, use its
best efforts to, if the Initial Securities have been rated prior to the initial
sale of such Initial Securities, confirm such ratings shall apply to the
Transfer Restricted Securities covered by a Registration Statement.



     (q) The Company shall cooperate and assist in any filing required to be
made with the National Association of Securities Dealers, Inc. (the “NASD”)
and,
if reasonably requested by Majority Holders, in the performance of any due
diligence investigation by any underwriter that is required to be retained in
accordance with the rules and regulations of the NASD.



     (r) The Company shall use its best efforts to take all other steps
reasonably requested by the Majority Holders necessary to effect the
registration of the Transfer Restricted Securities covered by a Registration
Statement contemplated hereby.



     3. Registration Expenses. (a) All expenses incident to the Company’s
performance of and compliance with this Agreement shall be borne by the
Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;




     (i) all registration and filing fees and expenses (including
filings made with the NASD);




     (ii) all fees and expenses of compliance with federal
securities and state “blue sky” or securities laws;




     (iii) all expenses of printing (including printing
certificates for the Transfer Restricted Securities to be issued and
printing of Prospectuses), messenger and delivery services and
telephone;




     (iv) all fees and disbursements of counsel for the Company;




     (v) all application and filing fees in connection with listing
the Transfer Restricted Securities on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and




     (vi) all fees and disbursements of independent certified
public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such
performance).


The Company shall bear its internal expenses (including, without limitation,
all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.




     (b) In connection with the Shelf Registration Statement required by
this Agreement, the Company shall reimburse the Initial Purchasers and the
Selling Securityholders, for the reasonable fees and disbursements of not more
than one counsel, which shall be counsel to the Initial Purchasers unless such
counsel elects not to so act, in which case, it shall be counsel designated by
the Holders of a majority in principal amount of the Transfer Restricted
Securities covered by the Shelf Registration Statement



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(provided that Holders of any Common Stock issued upon the conversion of the
Initial Securities shall be deemed to be Holders of the aggregate principal
amount of Initial Securities from which such Common Stock was converted) (the
“MAJORITY HOLDERS”) to act as counsel for the Holders in connection therewith;
provided, however, in connection with an underwritten offering, the Company’s
obligation to reimburse the Initial Purchasers and the Selling Securityholders
for such fees and disbursements shall be limited to one underwritten offering
during the Shelf Registration Period and only shall include fees and expenses
for the Initial Purchasers and the Selling Securityholders in their capacity as
selling security holders under the Shelf Registration Statement. Selling
Securityholders shall be responsible for their individual selling expenses,
including commissions and discounts.




     4. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder, such Holder’s officers, directors, partners and employees
and each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (each Holder, and such controlling persons
are referred to collectively as the “INDEMNIFIED PARTIES”) from and against any
losses, claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Transfer
Restricted Securities) to which each Indemnified Party may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions caused by any untrue statement or
alleged untrue statement of a material fact contained in the Shelf Registration
Statement or Prospectus including any document incorporated by reference
therein, or in any amendment or supplement thereto or in any preliminary
prospectus relating to the Shelf Registration, caused by the omission or
alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, and shall reimburse, as incurred, each
Indemnified Party for any legal or other expenses reasonably incurred by them
in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim,
damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in the Shelf Registration
Statement or Prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to the Shelf Registration in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein, (ii) with respect to any untrue statement or omission or alleged
untrue
statement or omission made in any preliminary prospectus relating to the Shelf
Registration Statement, the indemnity agreement contained in this subsection
(a)
shall not inure to the benefit of any Indemnified Party from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Transfer
Restricted Securities concerned, to the extent that a Prospectus relating to
such Transfer Restricted Securities was required to be delivered by such Holder
under the Securities Act in connection with such purchase and any such loss,
claim, damage or liability of such Indemnified Party results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Transfer Restricted Securities to such person,
a copy of the final Prospectus if the Company had previously furnished copies
thereof to such Holder and (iii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any Shelf Registration
Statement or Prospectus (A) which was corrected in an amended or supplemented
Shelf Registration Statement or Prospectus or (B) was contained in any
Prospectus the use of which had been suspended in accordance with Section 2(b)
and the Holder received such notice of suspension in accordance with Section
2(b), the indemnity agreement contained in this subsection (a) shall not inure
to the benefit of any Indemnified Party if the person asserting the claims from
which such losses, claims, damages or liabilities arise (x) was not sent or
given, at or prior to the written confirmation of such sale, a copy of the
amended or supplemented Shelf Registration Statement or Prospectus if the
Company had previously furnished copies thereof to such Holder and such amended
or supplemented Shelf Registration Statement or Prospectus was required to be
delivered to such person under the Securities Act or (y) was sent or given a
copy of a Prospectus during any such suspension period, as the case may be;
provided further, however, that this indemnity agreement shall be in addition
to
any liability which the Company may otherwise have to such Indemnified Party.
The Company shall also indemnify underwriters, their officers and directors and
each person who controls such underwriters within



8









 




the meaning of the Securities Act or the Exchange Act to the same extent as
provided above with respect to the indemnification of the Holders of the
Transfer Restricted Securities if requested by such Holders.




     (b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Company, its officers and directors and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act from and against any losses, claims, damages or liabilities or any actions
in respect thereof, to which the Company or any such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Shelf Registration Statement or Prospectus or in any amendment
or supplement thereto or in any preliminary prospectus relating to the Shelf
Registration, or arise out of or are based upon the omission or alleged
omission
to state therein a material fact necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in reliance upon and
in conformity with written information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder specifically for inclusion
therein; and, subject to the limitation set forth immediately preceding this
clause (b), shall reimburse, as incurred, the Company for any legal or other
expenses reasonably incurred by the Company or any such controlling person in
connection with investigating or defending any loss, claim, damage, liability
or
action in respect thereof. This indemnity agreement shall be in addition to any
liability which such Holder may otherwise have to the Company or any of its
controlling persons. In no event shall the liability of any Holder hereunder be
greater in amount than the total price at which the Transfer Restricted
Securities were sold by such Holder pursuant to the Shelf Registration
Statement
giving rise to such indemnification obligation.



     (c) Promptly after receipt by an Indemnified Party under this Section 4
of notice of the commencement of any action or proceeding (including a
governmental investigation), such Indemnified Party shall, if a claim in
respect
thereof is to be made against the indemnifying party under this Section 4,
notify the indemnifying party of the commencement thereof; provided, however,
that the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under subsection (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and, provided, further, that
the failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an Indemnified Party otherwise than under
subsection (a) or (b) above. In case any such action is brought against any
Indemnified Party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and,
to
the extent that it may wish, jointly with any other indemnifying party
similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to
such Indemnified Party (who shall not, except with the consent of the
Indemnified Party, be counsel to the indemnifying party in such action), and
after notice from the indemnifying party to such Indemnified Party of its
election so to assume the defense thereof the indemnifying party shall not be
liable to such Indemnified Party under this Section 4 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred
by
such Indemnified Party in connection with the defense thereof. No indemnifying
party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending or threatened action in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party unless such settlement (i) includes
an unconditional release of such Indemnified Party from all liability on any
claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Party. It is understood that the indemnifying
party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (A) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchasers and all
Persons, if any, who control any Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (B) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors and officers who sign the Shelf Registration
Statement and each Person, if any, who controls the Company within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act and (C) the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Parties, and that all such fees and expenses shall
be reimbursed as they are incurred. In such case involving



9









 




the Initial Purchasers and Persons who control the Initial Purchasers, such
firm
shall be designated in writing by Credit Suisse First Boston Corporation. In
such case involving the Indemnified Parties, such firm shall be designated in
writing by the Majority Holders. In all other cases, such firm shall be
designated by the Company.




     (d) If the indemnification provided for in this Section 4 is
unavailable or insufficient to hold harmless an Indemnified Party under
subsections (a) or (b) above, then each indemnifying party shall, in lieu of
indemnifying such Indemnified Party, contribute to the amount paid or payable
by
such Indemnified Party as a result of the losses, claims, damages or
liabilities
(or actions in respect thereof) referred to in subsection (a) or (b) above in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged
omission to state a material fact relates to information supplied by the
Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and each Holder agree that it would not be just and equitable if
the
amount of contribution pursuant to this subsection (d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to therein. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which
is
the subject of this subsection (d). Notwithstanding any other provision of this
subsection (d), the Holders shall not be required to contribute any amount in
excess of the amount by which the total price at which the Transfer Restricted
Securities were sold by such Holders pursuant to the Shelf Registration
Statement exceeds the amount of damages that such Holders have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls such indemnified party within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as such indemnified
party and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.



     (e) The remedies provided for in this Section 4 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to an
Indemnified Party at law or in equity, hereunder, under the Purchase Agreement
or otherwise.



     (f) The agreements contained in this Section 4 shall survive the sale
of the Transfer Restricted Securities pursuant to the Shelf Registration
Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or
on
behalf of any Indemnified Party.



     5. Additional Interest Under Certain Circumstances. (a) Additional
interest (the “ADDITIONAL INTEREST”) with respect to the Initial Securities
shall be assessed as follows if any of the following events occur (each such
event in clauses (i) through (iii) below being herein called a “REGISTRATION
DEFAULT”):




     (i) the Shelf Registration Statement has not been filed with
the Commission by the 120th day after the first date of initial
issuance of the Initial Securities;




     (ii) the Shelf Registration Statement has not been declared
effective by the Commission by the 210th day after the first date of
original issue of the Initial Securities; or



10









 






     (iii) the Shelf Registration Statement is declared effective
by the Commission but (A) the Shelf Registration Statement thereafter
ceases to be effective or (B) the Shelf Registration Statement or the
Prospectus ceases to be usable in connection with resales of Transfer
Restricted Securities during the periods specified herein because
either (1) any event occurs as a result of which the Prospectus forming
part of such Shelf Registration Statement would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or (2) it
shall be necessary to amend such Shelf Registration Statement or
supplement the related Prospectus, to comply with the Securities Act or
the Exchange Act or the respective rules thereunder.


Each of the foregoing shall constitute a Registration Default whatever the
reason for any such event and whether it is voluntary or involuntary or is
beyond the control of the Company or pursuant to operation of law or as a
result
of any action or inaction by the Commission.




     Additional Interest shall accrue on the Initial Securities over and
above the interest set forth in the title of the Initial Securities from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all such Registration Defaults have been cured, at
a
rate per annum equal to, (i) 0.25% of the principal amount following such
Registration Default and (ii) 0.25% of the principal amount (in addition to the
Additional Interest provided for in the preceding clause (i)) from and after
the
91st day following such Registration Default (collectively, the “ADDITIONAL
INTEREST RATE”). In no event will Additional Interest accrue at a rate
exceeding
an aggregate of 0.50% per annum as a result of any combination of one or more
registration defaults. No Additional Interest shall accrue on any shares of
Common Stock into which the Initial Securities have been converted.



     (b) A Registration Default referred to in Section 5(a)(iii) hereof
shall be deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related Prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to the Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Selling Securityholders to use the related Prospectus, (y) other material
events
with respect to the Company that would need to be described in such Shelf
Registration Statement or the related Prospectus and (z) otherwise as a result
of events specified in Section 2(b)(ii) through Section 2(b)(vii) and (ii) in
the case of clause (y) and (z), if applicable, the Company is proceeding
promptly and in good faith to amend or supplement the Shelf Registration
Statement and related Prospectus to describe such events as required by
paragraph 2(h) hereof; provided, however, that in any case if such Registration
Default occurs for (i) more than forty-five (45) days in the aggregate in any
90-day period; or (ii) more than hundred twenty (120) days in the aggregate
during any 12-month period, Additional Interest shall be payable in accordance
with Section 5(a) above from the day such Registration Default occurs until
such
Registration Default is cured.



     (c) The amount of Additional Interest shall be determined by
multiplying the applicable Additional Interest Rate by the principal amount of
the Initial Securities, further multiplied by a fraction, the numerator of
which
is the number of days such Additional Interest Rate was applicable during such
period (determined on the basis of a 360-day year comprised of twelve 30-day
months), and the denominator of which is 360.



     (d) Any amounts of Additional Interest due pursuant to Section 5(a)
hereof shall be payable in cash on the regular interest payment dates with
respect to the Initial Securities to the Holders of Initial Securities that are
Transfer Restricted Securities. All obligations of the Company set forth in
this
Section 5 that are outstanding with respect to any Initial Security that is a
Transfer Restricted Security at the time such Initial Security ceases to be a
Transfer Restricted Security shall survive until such time as all such
obligations with respect to such Security that is a Transfer Restricted
Security
shall have been satisfied in full.



11









 





     6. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by the Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that shall administer the offering (“MANAGING UNDERWRITERS”) shall be selected
by the Majority Holders.



     No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person’s Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.



     7. Miscellaneous.



     (a) Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 1 and 2 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it shall not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company’s obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. The Company shall not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement
or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company’s issued and outstanding
securities under any agreement in effect on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Majority Holders affected by such amendment, modification,
supplement, waiver or consent. Without the consent of the Holder of each
Initial
Security, however, no modification may change the provisions relating to the
payment of Additional Interest.



     (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:




     (1) if to a Holder of the Securities, at the most current
address set forth on the records of the registrar under the Indenture
or the transfer agent of the Common Stock as the case may be.




     (2) if to the Initial Purchasers;



	 	 
	 	Credit Suisse First Boston LLC

	 	Eleven Madison Avenue

	 	New York, New York 10010-3629

	 	Fax No.: (212) 325-4296

	 	Attention: Transactions Advisory Group








     with a copy to:



	 	 
	 	Davis Polk & Wardwell

	 	450 Lexington Avenue

	 	New York, NY 10017








12









 






	 	 
	 	Attn: Michael Kaplan









     (3) if to the Company, at its address as follows:



	 	 
	 	Century Aluminum Company

	 	2511 Garden Road

	 	Building A, Suite 200

	 	Monterey, CA 93940

	 	Attn: Investor Relations








     with a copy to:



	 	 
	 	Curtis, Mallet-Prevost, Colt & Mosle LLP

	 	101 Park Avenue

	 	New York, NY 10178

	 	Attn: Jeffrey N. Ostrager








     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five (5)
Business
Days after being deposited in the mail, postage prepaid, if mailed; when
receipt
is acknowledged by recipient’s facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.



     (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.



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



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



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



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.



     By the execution and delivery of this Agreement, the Company submits to
the nonexclusive jurisdiction of any federal or state court in the State of New
York.



13









 





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



     (k) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders
of such required percentage.



14









 





     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon
this instrument, along with all counterparts, shall become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.



	 	 	 	 	 
	 	Very truly yours,	 
	 
	 	CENTURY ALUMINUM COMPANY

 	 
	 	By:  	     /s/ Daniel J. Krofcheck
 	 
	 	 	Name:  	Daniel J. Krofcheck 	 
	 	 	Title:  	Vice President and Treasuer 	 




 









 






	 	 	 	 	 



The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.




CREDIT SUISSE FIRST BOSTON LLC

BANC OF AMERICA SECURITIES LLC

GOLDMAN, SACHS & CO.



	 	 	 	 	 
	By:  	CREDIT SUISSE FIRST BOSTON LLC
on behalf of itself and the other
Initial Purchasers set forth herein
 	 	 
	 
	By:  	     /s/ Paul D. Scherzer
 	 	 
	 	Name:  	Paul D. Scherzer 	 	 
	 	Title:  	Vice President