exv4w1






Exhibit 4.1




SUPPLEMENTAL INDENTURE No. 5




dated as of December 9, 2009




among




CENTURY ALUMINUM COMPANY,

as Issuer,




THE GUARANTORS PARTY HERETO,

as Guarantors,




and




WILMINGTON TRUST COMPANY,

as Trustee




7 1/2% SENIOR NOTES DUE 2014




 









 








     THIS SUPPLEMENTAL INDENTURE No. 5 (this “Supplemental Indenture”), entered into as of December
9, 2009, among Century Aluminum Company, a Delaware corporation (the “Company”), the guarantors
party hereto and Wilmington Trust Company, as trustee (the “Trustee”).



RECITALS




     WHEREAS, the Company, the guarantors party thereto and the Trustee entered into the Indenture,
dated as of August 26, 2004, as amended by Supplemental Indenture No. 1, dated as of July 27, 2005,
among the Company, Century Aluminum of Kentucky LLC and the Trustee, Supplemental Indenture No. 2,
dated as of December 29, 2005, among the Company, NSA General Partnership and the Trustee,
Supplemental Indenture No. 3, dated as of December 21, 2006, among the Company, Century California
LLC and the Trustee and Supplemental Indenture No. 4, dated as of April 20, 2007, among the
Company, Century Aluminum Development LLC and the Trustee (as so amended, the “Original Indenture,”
and as amended and supplemented by this Supplemental Indenture, hereinafter called the
“Indenture”), relating to the Company’s 7 1/2% Senior Notes due 2014 (the “Securities”);



     WHEREAS, the Company desires to amend the Original Indenture to eliminate most restrictive
covenants and certain events of default in the Original Indenture (the “Amendments”);



     WHEREAS, the Company launched a consent solicitation to amend the terms of the Original
Indenture pursuant to an Offering Circular and Consent Solicitation Statement dated as of October
28, 2009, as supplemented on November 12, 2009, November 13, 2009 and December 3, 2009, and
received the requisite consents to enter into the Amendments;



     WHEREAS, Section 9.02 of the Original Indenture provides that the Company and the Trustee may
amend or supplement certain provisions of the Original Indenture or the Securities with the written
consent of the Holders of at least 50% in aggregate principal amount of the Securities then
outstanding and other provisions with the written consent of the Holders of at least 662/3% in
aggregate principal amount of the Securities then outstanding;



     WHEREAS,
the Holders of at least 66 2/3 % in aggregate principal amount of the Securities
outstanding have consented in writing to the amendment of the Original Indenture;



     WHEREAS, an Officers’ Certificate has been delivered to the Trustee under Sections 9.04 and
11.04(a) of the Original Indenture;



     WHEREAS, an Opinion of Counsel has been delivered to the Trustee under Sections 9.04 and
11.04(b) of the Original Indenture; and



     WHEREAS, pursuant to Sections 9.02 and 9.04 of the Original Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture.



2









 





AGREEMENT




     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and
intending to be legally bound, the parties to this Supplemental Indenture, hereby agree as follows:



     1. Definitions. Capitalized terms used herein and not otherwise defined herein are
used as defined in the Indenture.



     2. Amendments. Effective as of the Amendment Effective Date, the Original Indenture
be, and hereby is, amended as follows:



     2.1 The following Sections of the Original Indenture shall be deleted and the corresponding
provisions in the Notes shall be deemed to be deleted in their entirety and replaced with the
phrase “Intentionally Omitted”:



	 	 	 
	Existing Section Number	 	Caption or Description
	Section 4.04 in its entirety

	 	Payment of Taxes and Other Claims
	 
	 	 
	Section 4.05 in its entirety

	 	Maintenance of Properties and Insurance
	 
	 	 
	Section 4.06 in its entirety

	 	Limitation on Debt and Disqualified or Preferred
Stock
	 
	 	 
	Section 4.07 in its entirety

	 	Limitation on Restricted Payments
	 
	 	 
	Section 4.08 in its entirety

	 	Limitation on Liens
	 
	 	 
	Section 4.09 in its entirety

	 	Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries
	 
	 	 
	Section 4.10 in its entirety

	 	Limitation on Sale or Issuance of Equity
Interests of Restricted Subsidiaries
	 
	 	 
	Section 4.12 in its entirety

	 	Repurchase of Notes upon a Change of Control
	 
	 	 
	Section 4.13 in its entirety

	 	Limitation on Asset Sales
	 
	 	 
	Section 4.14 in its entirety

	 	Limitation on Transactions with Shareholders and
Affiliates
	 
	 	 
	Section 4.15 in its entirety

	 	Line of Business






 









 






	 	 	 
	Existing Section Number	 	Caption or Description
	Section 4.17(a)

	 	Financial Reports—Provision of Exchange Act
reports to Trustee
	 
	 	 
	Section 5.01 in its entirety

	 	Consolidation, Merger or Sale of Assets by the
Company; No Lease of All or Substantially All
Assets
	 
	 	 
	Section 5.02 in its entirety

	 	Consolidation, Merger or Sale of Assets by a
Guarantor
	 
	 	 
	Section 6.01(c)

	 	Events of Default—Failure to make an Offer to
Purchase
	 
	 	 
	Section 6.01(d)

	 	Events of Default—Default in performance or
breach of certain covenants
	 
	 	 
	Section 6.01(e)

	 	Events of Default—Default under certain debt
instruments
	 
	 	 
	Section 6.01(f)

	 	Events of Default—Judgment default
	 
	 	 
	Section 6.01(g)

	 	Events of Default—Bankruptcy default involuntary
	 
	 	 
	Section 6.01(h)

	 	Events of Default—Bankruptcy default voluntary






     2.2 Any definitions used exclusively in the provisions of the Original Indenture listed in
Section 2.1 hereof are hereby deleted in their entirety from the Indenture and the Notes and all
references to paragraphs, sections, articles or other terms or provisions of the Original Indenture
listed in Section 2.1 hereof are hereby deleted in their entirety from the Indenture and the Notes.
Any provision contained in the Notes that relates to any provision of the Indenture as amended is
likewise amended so that any such provision contained in the Notes will conform to and be
consistent with any provision of the Indenture as amended.



     2.3 Section 11.04 of the Original Indenture is amended to add the following as clause (c):


“(c) in the case of a merger of any Person with or into the Company as a result of which the
Company is not the resulting or surviving Person, a supplemental indenture pursuant to which the
resulting or surviving Person expressly assumes all of the obligations of the Company under the
Indenture and the Notes.”




     3. Amendments, Supplements and Waivers. The provisions of this Supplemental Indenture
may not be amended, supplemented, or waived except by the execution of a Supplemental Indenture
executed by the Company and the Trustee. Any such amendment shall comply with Article 9 of the
Indenture.



 









 





     4. Ratification of Original Indenture; Supplemental Indenture Part of Original
Indenture. From and after the Amendment Effective Date, the Indenture shall be deemed to be
modified as herein provided but except as modified hereby, the Indenture shall continue in full
force and effect. In the event of a conflict between the terms and conditions of the Original
Indenture and the terms and conditions of this Supplemental Indenture, then the terms and
conditions of this Supplemental Indenture shall prevail. This Supplemental Indenture shall form a
part of the Original Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.



     5. Trust Indenture Acts Controls. This Supplemental Indenture shall incorporate and
be governed by the provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”), that are required to be part of and to govern indentures qualified under the Trust Indenture
Act.



     6. Notices. Any demand, authorization notice, request, consent or communication to
any of the parties shall be made as set forth in Section 11.03 of the Indenture.



     7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     8. Successors. All agreements of the Company or any guarantor in this Supplemental
Indenture will bind its successors. All agreements of the Trustee in this Supplemental Indenture
shall bind its successor.



     9. Duplicate Originals. 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.



     10. Separability. In case any provision in this Supplemental Indenture is invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired thereby.



     11. Headings. The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental
Indenture and in no way modify or restrict any of the terms or provisions of this Supplemental
Indenture.



     12. Effectiveness. As used herein, the “Amendment Effective Date” shall mean the date
that the Company delivers written notice to the Trustee that consents have been received from
Holders of at least 66 2/3% of the then outstanding aggregate principal amount of Notes and such
Notes have been accepted in exchange in the related exchange offer and consent solicitation.



     13. Trustee’s Disclaimer. The Trustee makes no representation as to the validity or
adequacy of this Supplemental Indenture, including without limitation in respect of the recitals
contained herein.



 









 








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



	 	 	 	 	 
	 	CENTURY ALUMINUM COMPANY, as Issuer

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BERKELEY ALUMINUM, INC., as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CENTURY ALUMINUM HOLDINGS, INC., AS A GUARANTOR

 
	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 
	 	CENTURY ALUMINUM OF WEST VIRGINIA,
INC., as a Guarantor

 
	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CENTURY KENTUCKY, INC., as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CENTURY LOUISIANA, INC., as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	HANCOCK ALUMINUM LLC, as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 
	 	METALSCO LLC, as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	SKYLINER LLC, as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 
	 	CENTURY ALUMINUM OF KENTUCKY LLC, as a Guarantor

 
	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NSA GENERAL PARTNERSHIP, as a Guarantor



By:   Skyliner, LLC, its General Partner

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CENTURY CALIFORNIA, LLC, as a Guarantor

 	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CENTURY ALUMINUM DEVELOPMENT, LLC, as a Guarantor

 
	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CENTURY ALUMINUM OF KENTUCKY GENERAL PARTNERSHIP, as
a Guarantor



By:   Skyliner, LLC, its General Partner

 
	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	VIRGIN ISLANDS ALUMINA CORPORATION, LLC, as a
Guarantor

 
	 
	 	By:  	/s/ William J. Leatherberry
 	 
	 	 	Name:  	William J. Leatherberry 	 
	 	 	Title:  	Attorney-in-fact 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, as Trustee

 	 
	 	By:  	/s/ Lori L. Donahue
 	 
	 	 	Name:  	Lori L. Donahue 	 
	 	 	Title:  	Assistant Vice President