EXHIBIT 10.1



 







Exhibit 10.1




AMENDED AND RESTATED TOLL CONVERSION AGREEMENT




by Nordural ehf and Glencore AG




as of February 10, 2005




 









 








TABLE OF CONTENTS




AMENDED AND RESTATED TOLL CONVERSION AGREEMENT




	 	 	 	 	 
	SECTION	 	PAGE
	Recitals
	 	 	2	 
	Terms of Agreement
	 	 	2	 
	Article I
	 	 	2	 
	Definitions
	 	 	2	 
	1.1 Definitions
	 	 	2	 
	1.2 References in Agreement
	 	 	7	 
	Article II
	 	 	7	 
	Term
	 	 	7	 
	2.1 Term
	 	 	7	 
	2.2 Coordination of Alumina and Product Flow
	 	 	8	 
	Article III
	 	 	8	 
	Alumina
	 	 	8	 
	3.1 Alumina Inventory and Delivery Obligations
	 	 	8	 
	3.2 Alumina Delivery Procedures
	 	 	9	 
	3.3 Quality of Alumina; Source
	 	 	11	 
	3.4 Sampling and Analysis; Non-Conforming Alumina
	 	 	11	 
	3.5 Weights
	 	 	11	 
	3.6 Stored Alumina
	 	 	12	 
	Article IV
	 	 	12	 
	Conversion; Delivery of Aluminum
	 	 	12	 
	4.1 Conversion Ratio
	 	 	12	 
	4.2 Aluminum Specifications
	 	 	12	 
	4.3 Scheduling of Aluminum Delivery
	 	 	13	 
	4.4 Releases; Stored Aluminum
	 	 	13	 
	4.5 Weights and Analysis
	 	 	14	 
	4.6 Loading Costs; Shipping Arrangements
	 	 	14	 
	4.7 Point of Delivery; Transfer of Risk of Loss
	 	 	15	 
	Article V
	 	 	15	 
	Conversion Charge and Payment Terms
	 	 	15	 
	5.1 Conversion Charge
	 	 	15	 
	5.2 Conversion Charge Services
	 	 	16	 
	5.3 Invoices; General Payment Terms
	 	 	17	 
	5.4 Method of Payment
	 	 	17	 
	Article VI
	 	 	17	 
	Title, Storage and Insurance
	 	 	17	 
	6.1 Title; Bailment
	 	 	17	 
	6.2 Taxes
	 	 	20	 
	6.3 Segregated Storage; Holding Certificates; Financing Statements
	 	 	20	 
	6.4 Insurance
	 	 	21	 






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	SECTION	 	PAGE
	Article VII
	 	21
	Warranties; Limitation of Liability
	 	21
	7.1 Warranties
	 	21
	7.2 Inspection and Non-Conforming Product
	 	21
	7.3 Warranty Limitation
	 	22
	Article VIII
	 	23
	Force Majeure
	 	23
	8.1 Force Majeure
	 	23
	Article IX
	 	24
	Termination; Effect of Termination
	 	24
	9.1 Termination
	 	24
	9.2 Effect of Termination
	 	25
	Article X
	 	26
	Termination for Default
	 	26
	10.1 Grounds for Termination
	 	26
	10.2 Consequences of Termination for Default
	 	28
	Article XI
	 	28
	Miscellaneous
	 	28
	11.1 Entire Agreement; Amendment
	 	28
	11.2 Headings
	 	28
	11.3 Waiver; Cumulative Rights
	 	29
	11.4 Governing Law
	 	29
	11.5 Dispute Resolution
	 	29
	11.6 Notices
	 	29
	11.7 Illegality; Severability
	 	31
	11.8 Counterparts
	 	31
	11.9 Assignment
	 	31
	Exhibit A: Loading/Discharge Conditions in Grundartangi Port
	 	33
	Exhibit B: Permitted Source Specifications for Alumina
	 	34
	Aughinish (AUG) Alumina Specifications
	 	35
	Eurallumina (EUR) Alumina Specifications
	 	36
	Alcoa/Inespal (ESP) Alumina Specifications
	 	37
	Alunorte (ANO) Alumina Specifications
	 	38
	Interalumina (INT) Alumina Specifications
	 	39
	Surinam (SUR) Alumina Specifications
	 	40
	Windalco Jamaica (WIN) Alumina Specifications
	 	41
	Alpart (ALP) Alumina Specifications
	 	42
	Jamalco Alumina Specification
	 	43
	Exhibit C: Procedures for Sampling and Analysis of Alumina
	 	44
	Exhibit D: Product Specifications
	 	45
	Exhibit E: Calculation of Metal Premium
	 	46





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AMENDED AND RESTATED TOLL CONVERSION AGREEMENT




     THIS AMENDED AND RESTATED TOLL CONVERSION AGREEMENT is entered into as of February 10, 2005,
by Nordural ehf, a company organized and existing under the laws of the Republic of Iceland
(“Nordural”), and Glencore AG (“Glencore”), a company organized and existing under the laws of
Switzerland (“Glencore”).



Recitals




     A. Nordural owns and operates an aluminum reduction plant at Grundartangi, Iceland (the
“Plant”).



     B. Nordural and Glencore entered into an agreement dated August 1, 2004, (the “Initial
Agreement”) which provided for the delivery of Alumina by Glencore and the conversion of such
Alumina into primary aluminum at the Plant, pursuant to the terms thereof.



Terms of Agreement




     The parties hereto, intending legally to be bound by this Agreement, hereby agree as follows:



Article I




DEFINITIONS




     1.1 Definitions. In this Agreement, unless inconsistent with the context, the words and
expressions set forth below shall have the following meanings:



2









 





     “Affiliate” means any other person or entity directly or indirectly controlling, controlled
by, or under common control with, such person or entity, whether through the ownership of voting
securities, by contract or otherwise.



     “Alumina” means alumina meeting the Permitted Source Specifications.



     “Alumina Delivery” means the delivery of Alumina by Glencore duty unpaid at the Discharge Port
pursuant to Section 3.1.2.



     “Alumina Load Port” means the port at which Alumina is loaded onto a Vessel for delivery to
Nordural pursuant to the terms of this Agreement.



     “Aluminum Delivery” means the delivery by Nordural of Product pursuant to Section 4.3.1.



     “Aluminum Load Port” means the port of Grundartangi, Iceland or such other port in Iceland as
may be agreed between the parties.



     “Applicable Laws” means any applicable laws, codes, rules and regulations, any applicable
judgments, decrees, writs and injunctions of any court, arbitration panel, arbitrator or Regulatory
Authority and any applicable orders, licenses, permits, directives or other actions of any
Regulatory Authority.



     “Bailed Property” means all Alumina delivered by Glencore pursuant to this Agreement from the
point of Alumina Delivery to Nordural as specified in Section 6.1.1 (including Alumina in transit
from the Discharge Port, from the Discharge Port to the Plant, and Alumina in storage and in the
process of Conversion at the Plant), and all Product produced



3









 




hereunder up to the point of delivery by Nordural to Glencore as specified in Article IV
(including Product in transit to storage or in storage at the Plant), or any combination of the
foregoing. “Bailed Property” shall not include Alumina in metal pads in the pots or any residue,
slag or by-products of the Conversion process.




     “Contract Year” means the twelve (12)-month period from January 1 through December 31 of each
year during which this Agreement is in effect, except that (i) for the year in which the Start Date
occurs, “Contract Year” shall mean that portion of such year from the Start Date through December
31 of such year, and (ii) for the year in which the End Date occurs, “Contract Year” shall mean
that portion of such year from January 1 through the End Date.



     “Conversion” means the electrolytic reduction of Alumina into molten aluminum and casting
molten aluminum into primary aluminum, and the verb “convert” shall have the corresponding meaning.



     “Conversion Charge” shall have the meaning specified in Section 5.1.



     “Discharge Port” means the port of Grundartangi, Iceland, or such other port in Iceland as may
be agreed by the parties.



     “End Date” shall have the meaning specified in Section 9.1.1.



     “Event of Default” shall have the meaning specified in Section 10.1.



     “Force Majeure” shall have the meaning specified in Section 8.1.



     “Iceland Business Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in the Republic of Iceland are required or permitted to close.



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     “Lien” means any mortgage, pledge, lien, charge, encumbrance, lease or other security interest
of any kind.



     “LME” shall have the meaning specified in Section 5.1.3.



     “LME Price” shall have the meaning specified in Section 5.1.3.



     “Metal Premium” shall be calculated in accordance with Exhibit E.



     “MT” means a unit of metric weight equal to 1,000 kilograms or 2,204.62 Pounds.



     “Nomination” shall have the meaning specified in Section 3.2.1.



     “Notices” shall have the meaning specified in Section 11.6.



     “Permitted Source” means any of the following sources of alumina: Aughinish, EurAllumina, San
Ciprian, Alunorte, Bauxilum, Suriname or any Jamaican source.



     “Permitted Source Specifications” shall have the meaning specified in Section 3.3.



     “Plant” shall have the meaning specified in Recital A.



     “Potline Two” means the newly constructed potline facility at the Plant which, upon
commissioning, will have an initial production capacity of 122,000 MT of primary aluminum per
annum.



     “Pound” means a unit of weight of 16 ounces avoirdupois.



5









 





     “Product” means primary aluminum products in the form of ingot and sow having the
specifications set forth in Section 4.2.



     “Product Specifications” means the specifications for primary aluminum set forth in Exhibit D,
as the same may be amended from time to time by agreement of the parties.



     “Quotation Period” means the month prior to the month of scheduled delivery, irrespective of
physical delivery.



     “Regulatory Authority” means any national, regional, European Union, municipal, local or other
government or any department, commission, board, agency or taxing authority thereof.



     “SHINC” means Sundays and holidays included, except:



	 	 	 	 	 	 	 	 	 
	Time	 	 	 	Time	 	 	 	 
	Start	 	Date Start	 	End	 	Date End	 	Comment
	11:30

	 	December 24
	 	7:30
	 	December 27
	 	Christmas
	 
	 	 	 	 	 	 	 	 
	11:30

	 	December 31
	 	7:30
	 	January 2
	 	New year
	 
	 	 	 	 	 	 	 	 
	19:30

	 	Friday before first
Monday of
August
	 	7:30
	 	Tuesday

thereafter
	 	“Labour day”

weekend
	 
	 	 	 	 	 	 	 	 
	00:00

	 	Thursday before

Easter
	 	7:30
	 	Tuesday

thereafter
	 	Easter weekend
	 
	 	 	 	 	 	 	 	 
	00:00

	 	June 17
	 	7:30
	 	June 18
	 	Independence Day
	 
	 	 	 	 	 	 	 	 
	19:00

	 	Friday before 7th
weekend after

Easter
	 	7:30
	 	Tuesday

thereafter	 	 






     “Start Date” shall have the meaning specified in Section 2.1.



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     “Vessel” means any vessel suitable for the transportation of Alumina nominated by Glencore
pursuant to Section 3.2 and Exhibit A.



     1.2 References in Agreement. In this Agreement, unless the context otherwise requires:



          1.2.1 References to an Article, Section or Exhibit shall be construed as references to that
specific Article or Section of, or Exhibit to, this Agreement.




          1.2.2 References to a document (including this Agreement), or to any provision of any
document, shall be construed as references to that document or provision as amended or supplemented
from time to time upon the written agreement of the parties thereto and with any further consent
which may be required.




Article II




TERM




     2.1 Term. This Agreement shall be effective from the date on which Potline Two is
commissioned (but in no event earlier than July 1, 2006) (the “Start Date”) and shall continue
until the tenth (10th) anniversary of the Start Date, unless earlier terminated or extended as
provided in this Agreement. The parties acknowledge that base inventories of Alumina will be
needed for commissioning and first start up of Potline Two which is estimated to be February 15,
2006, and they agree that prior to the Start Date they will endeavor to negotiate the terms of an
Alumina sale from, or other arrangement with, Glencore to Nordural as a way to resolve such
shortage. If resolved, the parties also agree they shall coordinate the delivery of such
additional



7









 




Alumina so that inventories of Alumina are available for processing as Nordural ramps up
production in Potline 2.




     2.2 Coordination of Alumina and Product Flow. In order to make the flow of Alumina and
Product hereunder efficient for the parties, Glencore and Nordural shall coordinate the timing of
Alumina and Product shipments and deliveries, taking into consideration port availability and
congestion, the Conversion process and storage and shipment scheduling to be made hereunder. In
connection therewith, Glencore and Nordural also shall discuss/meet at least quarterly to establish
the laydays for Alumina and Product shipments to be made hereunder.



Article III




ALUMINA




     3.1 Alumina Inventory and Delivery Obligations.



          3.1.1 In order to assure secure and continuous production of Product in potline 2, the Plant
must maintain a permanent alumina inventory in storage at the silo. Glencore’s proportionate share
of this inventory will be 12,500 MT from October 15 to April 15 and 10,000 MT during the rest of
the year, and Glencore will maintain this amount of alumina inventory during the term of this
Agreement. Glencore will have not less than 10,000 MT of Alumina in inventory on or before July 1,
2006. As of the termination date of this Agreement, Nordural will have converted the Glencore
inventory to Product which will be available for delivery to Glencore.




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          3.1.2 In addition to the permanent inventory Glencore must deliver pursuant to Section 3.1.1,
during each Contract Year, Glencore shall deliver or cause to be delivered to Nordural for
Conversion at the Plant 174,150 MT (+/-5%, at the option of Glencore) of Alumina at the Discharge
Port, under appropriate bills of lading or other documents of title; provided, however, that the
annual quantity of Alumina required to be delivered hereunder shall be pro rated for any Contract
Year of less than twelve (12) months. Deliveries of Alumina hereunder shall be approximately
evenly spread throughout each Contract Year, and Glencore shall make monthly declarations of the
quantities and dates of its Alumina Deliveries. All Alumina Deliveries hereunder shall be deemed
to occur when the Alumina passes the Vessel rail at the Discharge Port.




     3.2 Alumina Delivery Procedures.



          3.2.1 Glencore shall give or cause to be given to Nordural a notice of nomination (the
“Nomination”) not less than twenty (20) days prior to the estimated time of sailing of the relevant
Vessel. The Nomination shall specify:





	 	(a)	 	the name of the Vessel or substitute;
	 
	 	(b)	 	the Alumina Load Port;
	 
	 	(c)	 	the approximate quantity of Alumina to be
loaded;
	 
	 	(d)	 	the estimated time of arrival of the Vessel at
the Discharge Port;
	 
	 	(e)	 	the source of the Alumina;




9









 






	 	(f)	 	confirmation that the Vessel crew has ITF or
comparable labor contracts; and
	 
	 	(g)	 	any other relevant details.





          3.2.2 Nordural shall notify Glencore of its acceptance or rejection of the Vessel within two
(2) Iceland Business Days after its receipt of the Nomination. Acceptance shall not be
unreasonably withheld.




          3.2.3 Glencore is aware that Nordural has obligations to notify shipping schedules to the
harbor authorities in Iceland, and Glencore will use reasonable efforts to notify the timing of
individual shipments to Nordural as far in advance as possible.




          3.2.4 Delivery will be in accordance with the loading and discharge requirements specified in
Exhibit A. Nordural shall provide Glencore reasonable advance notice regarding any changes to
delivery schedules or the dock facility requirements at the Discharge Port during the term of this
Agreement, and any change which materially impairs Glencore’s ability to meet its Alumina delivery
obligations shall be subject to Glencore’s approval, which shall not be unreasonably withheld.




          3.2.5 Glencore shall be responsible for paying all costs, insurance and freight and all other
standard and customary charges, but excluding harbor dues, to effect delivery of its Alumina on
board the Vessel at the Discharge Port. Nordural shall pay harbor dues, if any, related to Alumina
Deliveries.




10









 








          3.2.6 The Vessel shall be discharged free of expense to Glencore at the rate of 6,000 MT per
weather working day of twenty-four (24) running hours, SHINC; provided the Vessel is in all
respects ready and Nordural has full and unimpeded access to the Vessel’s holds.




          3.2.7 All charges for demurrage and half-despatch for Alumina unloading at the Discharge Port
hereunder shall be for the account of Nordural.




          3.2.8 Glencore undertakes that it will at all times use properly enclosed Vessels for delivery
of Alumina to the Discharge Port so as to enable Nordural to comply with the obligations imposed
under its environmental operating permit or similar licenses.




          3.2.9 Risk of loss and/or damage to all Alumina supplied by Glencore shall pass to Nordural
when the Alumina passes the rail of the Vessel at the Discharge Port.




     3.3 Quality of Alumina; Source. All Alumina to be delivered by Glencore hereunder shall be
supplied from a Permitted Source and shall conform to the specifications set forth in Exhibit B
(the “Permitted Source Specifications”).



     3.4 Sampling and Analysis; Non-Conforming Alumina. Alumina shall be sampled and analyzed at
the Alumina Load Port in the manner and under the procedures set forth in Exhibit C, or as
otherwise agreed from time to time by the parties.



     3.5 Weights. Glencore shall deliver or cause to be delivered to Nordural documentation
evidencing the bill of lading weight for each Alumina Delivery. The bill of lading weight shall be
determined by means of a Vessel displacement survey in the light and loaded condition at the
Alumina Load Port, or by means of scale weights. The bill of lading weight shall presumptively
establish the loaded Alumina weight. However, Nordural shall have



11









 




the right to verify, at its own expense, such weight by draft survey. If there is a
discrepancy of greater than .2% between the weight as indicated on the bill of lading and the
Nordural draft survey, Glencore shall pay the cost of surveying and the parties shall promptly meet
and confer in good faith to determine what adjustment (if any) should be made to the presumptively
established weight of such shipment.




     3.6 Stored Alumina. There shall be no charge to Glencore for storage of Alumina delivered to
Nordural in accordance with the terms of this Agreement.



Article IV




CONVERSION; DELIVERY OF ALUMINUM




     4.1 Conversion Ratio. Nordural will convert alumina delivered by Glencore hereunder into
primary aluminum metal as specified in Section 4.2 at the rate of * MT of alumina per MT of primary
aluminum, provided that the Alumina delivered by Glencore meets the Permitted Source
Specifications.



     4.2 Aluminum Specifications. Nordural will cast all aluminum metal produced hereunder to
primary unalloyed aluminum ingots, in a standard weight of 12 to 26 kilograms per ingot, packed in
strapped bundles of approximately 1 MT each, and meeting the specifications set forth in Exhibit D.
Notwithstanding the foregoing, Nordural may cast a maximum of 10% of aluminum metal produced
hereunder as sow with maximum piece weight of 750 kilograms each. Nordural shall provide a
chemical analysis for every batch of Product produced in accordance with this Agreement.



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



12









 





     4.3 Scheduling of Aluminum Delivery.



          4.3.1 Subject to Glencore’s compliance with its obligations relating to delivery of Alumina,
and excluding the inventory Glencore must provide pursuant to Section 3.1.1, Nordural shall deliver
to Glencore the amount of Product produced per annum, based on the conversion ratio set forth in
Section 4.1, for the Alumina delivered by Glencore to Nordural during such Contract Year. The
Product shall be delivered for transport as directed by Glencore, as evenly spread as practicable
during each Contract Year; provided, however, that the annual quantity of Product
required to be delivered hereunder shall be pro rated for any Contract Year of less than twelve
(12) months. Aluminum Delivery shall be deemed to occur when the Product passes the Vessel rail at
the Aluminum Load Port.




          4.3.2 Glencore shall take delivery from Nordural of all Product converted for Glencore’s
account in accordance with this Agreement.




     4.4 Releases; Stored Aluminum.




          4.4.1 Not less than seven (7) days prior to the date Glencore wishes to have Product loaded
aboard a Vessel, Glencore shall give Nordural a release for each lot of Product confirming the
tonnage and delivery dates of each such lot. Glencore’s withdrawals of Product from storage shall
be subject to reasonable limitations based upon the capacity of the loading facilities of the
Plant.




          4.4.2 Nordural shall prepare such shipping or delivery documentation as may be reasonably
required by Glencore (including bills of lading, analysis certificates, material safety data
sheets, and certified weight certificates).




13









 








          4.4.3 At Glencore’s request, Nordural shall store up to 7,000 MT of Product at any time at the
Plant. Such storage may be open or enclosed. All Product which Glencore requests be stored shall
be placed in storage at the Plant as provided in Section 6.3. There shall be no charge to Glencore
for storage of up to 7,000 MT of Product at the Plant. If Glencore requests Nordural to store more
than 7,000 MT of Product, and Nordural is able to accommodate Glencore’s request, Glencore shall
pay Nordural the reasonable costs Nordural incurs in making such accommodation.




     4.5 Weights and Analysis. Product to be delivered by Nordural to Glencore shall be sampled
and weighed by Nordural, and a certificate of such analysis shall accompany each shipment. Weights
and analyses so made shall be deemed to be correct, but Glencore shall have the right to verify, at
its expense, weights within 30 days after Aluminum Delivery and analysis within 30 days after
delivery to final customer. In the event Glencore disagrees with Nordural’s weight determination
by an amount in excess of 0.2% or its analysis, the parties shall promptly meet and confer in good
faith to reach agreement. Any weight mistake in excess of 0.2% shall be promptly corrected by
Nordural or Glencore, as the case may be. If Nordural’s weight determination is 0.2% or greater
less than the surveyor’s weight determination, the costs of such surveyor shall be borne by
Nordural. In all other cases it shall be borne by Glencore. If the parties disagree regarding
Aluminum quality, the procedure set forth for Alumina in Exhibit C (iii) shall apply mutatis
mutandis.



     4.6 Loading Costs; Shipping Arrangements. The parties agree that Nordural’s costs of loading
Product are less if Glencore ships Product by container. They further agree they will cooperate
with one another to the extent reasonably possible in making shipping arrangements which are in the
best interests of both parties. In this spirit, Glencore, at its option,



14









 




shall arrange for either container Vessels or bulk Vessels to be brought into the Aluminum
Loading Port. Nordural, at its expense, shall make arrangements for Product to be containerized
and transported, or transported in bulk, as the case may be, and in each case, from the Plant to
the Aluminum Loading Port for delivery onto the Vessel arranged for by Glencore. Nordural shall be
responsible for stowing the Product on board such ship. All costs of shipping shall be for
Glencore’s account and paid directly by Glencore. Nordural shall pay harbor fees, if any,
associated with shipping Product from the Aluminum Loading Port.




     4.7 Point of Delivery; Transfer of Risk of Loss. Risk of loss and/or damage to any Product
supplied by Nordural shall pass to Glencore when the Product passes the Vessel’s rail at the
Aluminum Loading Port.







Article V




CONVERSION CHARGE AND PAYMENT TERMS




     5.1 Conversion Charge. The “Conversion Charge” for each MT of Product delivered hereunder
shall be as follows:



          5.1.1 For the first 90,000 MT of Product delivered pursuant to this Agreement, *% of the LME
Price plus the Metal Premium (calculated in accordance with Exhibit E);




          5.1.2 Thereafter, *% of the LME Price plus the Metal Premium (calculated in accordance with
Exhibit E).





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





15









 








          5.1.3 As used in this Agreement, the “LME Price” means the official London Metal Exchange
(“LME”) High Grade cash settlement quotation, as published by Metal Bulletin, in U.S. dollars
averaged over the Quotation Period.




     If the LME shall cease to trade aluminum or the aluminum settlement price of the LME is no
longer published, “LME Price” shall mean the generally accepted substitute for such published
price. If there is no such generally accepted substitute the parties in good faith shall select a
substitute. If the parties cannot agree on a substitute, then either party may refer the
determination to arbitration under Section 11.5.




     5.2 The Conversion Charge is based on Alumina delivery and covers the following services:



          5.2.1 unloading Alumina Vessel at the Discharge Port at a minimum rate of 6,000 MT per day pro
rata SHINC;




          5.2.2 use of storage facility at the Plant for maximum 37,000 MT of Alumina;




          5.2.3 production of Product at the Plant;




          5.2.4 storage for a maximum 7,000 MT of Product at the Plant;




          5.2.5 loading Product onto the Vessel pursuant to Section 4.6;




          5.2.6 delivery of Product as ingot in 1 MT bundles; and




          5.2.7 delivery of Product as sow in pieces.




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     5.3 Invoices; General Payment Terms. The Conversion Charge shall be invoiced weekly on Monday
for Product produced by Nordural through the preceding Sunday. Each invoice shall be payable by
Glencore within five (5) days after receipt thereof.



     5.4 Method of Payment. All amounts required to be paid by Glencore to Nordural under this
Agreement shall be paid in U.S. Dollars by wire transfer of immediately available funds to a bank
account designated by Nordural.



Article VI




TITLE, STORAGE AND INSURANCE




     6.1 Title; Bailment.



          6.1.1 The bailment created by the performance of this Agreement shall commence when the
Alumina is delivered by Glencore to Nordural (passing the Vessel’s rail at the Discharge Port) and
shall terminate when the Product is delivered by Nordural to Glencore (passing the Vessel’s rail at
the Aluminum Load Port) with the provisions of Article IV, and includes any period during which
Product belonging to Glencore is stored at the Plant.




          6.1.2 Nordural covenants that all Alumina delivered by Glencore pursuant to this Agreement
which has not been converted into Product and all Product that has been produced for Glencore,
shall be at all times free and clear of any Lien of any nature whatsoever, excluding only those
Liens (i) created by or attributable to Glencore, or (ii) arising by operation of law and, except
during the continuance of any breach by Glencore, Nordural shall not at any time directly or
indirectly assert for its benefit, or create, incur, assume or suffer to exist for the




17









 







benefit of any creditor, any Lien upon or with respect to the Bailed Property, title thereto
or interest therein. Nordural shall promptly, at its own expense, take such action as may be
necessary to duly discharge any such Lien.




          6.1.3 Nordural acknowledges and agrees that by execution of this Agreement it does not have
nor will it obtain, and by its performance under this Agreement it does not have nor will it
obtain, any title to the Bailed Property or any property right or interest, legal or equitable
therein, except for its right to possession for purposes of transportation, storage and Conversion
as provided in this Agreement. All Alumina delivered by Glencore under this Agreement shall be
considered to have been delivered for Conversion only. No Alumina or Aluminum shall be bought or
sold hereunder, except as the parties may mutually agree in writing. No Alumina shall be
redelivered as Alumina except in the event this Agreement is terminated pursuant to Articles IX or
X. Nordural shall be deemed to be an ordinary bailee with respect to the Bailed Property and shall
be obliged to replace, at its own expense, any Bailed Property which suffers any damage, loss,
theft or destruction, partial or complete, while in the possession of Nordural. Such replaced
Bailed Property shall meet the specifications therefore required under this Agreement, and shall
constitute accessions to the Bailed Property and title thereto shall vest and remain in Glencore.
Notwithstanding the foregoing provisions of this Section 6.1.4, in lieu of replacing any Bailed
Property as provided above, Nordural may at its option pay damages to Glencore with respect to such
Bailed Property to compensate Glencore for the loss or damage incurred.




          6.1.4 Nordural’s duties and performance under this Agreement shall be those of independent
contractor and nothing contained in this Agreement shall be deemed to make Glencore a partner,
joint venturer or otherwise liable for the performance of Nordural’s




18









 







obligations under this Agreement or any other agreement or with respect to the operation of
the Plant.




          6.1.5 Title and ownership of all Alumina supplied by Glencore to Nordural for Conversion
including liquid aluminum in pots, shall remain vested in Glencore. Title to all residue and
process by-products of the Conversion process and all materials Nordural uses in the Conversion
process also shall be and remain in Nordural, and Nordural shall be responsible for, and agrees to
comply with all Applicable Laws relating to the disposition of such residue, process by-products
and materials. Nordural will indemnify and hold harmless Glencore from and against any
liabilities, costs and expenses incurred by Glencore resulting from the non-compliance by Nordural
of Applicable Laws in connection with Nordural’s Conversion operations hereunder.




          6.1.6 Nordural shall maintain accurate, detailed and current inventory records in respect of
all Bailed Property at the Plant or elsewhere and shall submit the same to Glencore upon Glencore’s
request thereof. Glencore shall have the right, exercisable directly or through its accountants or
other representatives, and at its own risk and expense, to verify each such inventory or Bailed
Property during the Plant’s ordinary business office hours upon forty-eight (48) hours prior
notice.




          6.1.7 Nordural hereby grants and shall continue to grant a security interest in favor of
Glencore in and to all Bailed Property converted for Glencore hereunder. Such grant of a security
interest is intended by Nordural and Glencore to be solely as a precaution against the holding by
any court of applicable jurisdiction (notwithstanding the intention of the parties hereto) that
Glencore is not the owner of the Bailed Property. Nordural agrees to execute and




19









 







deliver to Glencore from time to time such documents and to take such other steps as are
reasonably requested by Glencore to perfect such security interest.




     6.2 Taxes. All taxes levied on or with respect to the Bailed Property shall be paid directly
by Glencore. Nordural shall promptly send to Glencore any notice or other communication received
by Nordural relating to any such tax.



     6.3 Segregated Storage; Holding Certificates; Financing Statements.




          6.3.1 Nordural shall cause Product belonging to Glencore to be stored in segregated areas
which may be out doors. Promptly after receipt of Glencore’s shipment instructions, Nordural shall
deliver Product to Glencore’s carrier at the Aluminum Load Port in accordance with Article IV of
this Agreement.




          6.3.2 Nordural shall take such commercially reasonable measures as appropriate to confirm
Glencore’s ownership of all Bailed Property, including:





	 	(a)	 	marking such product with a distinctive mark
acceptable to Glencore which shall be sufficient to identify that
product as the property of Glencore,
	 
	 	(b)	 	issuing a holding certificate in customary form
reasonably acceptable to Glencore, and
	 
	 	(c)	 	executing and filing financing statements and
documents of a similar nature in favor of Glencore.




20









 











     6.4 Insurance. Nordural shall maintain such insurance relating to Conversion and storage
operations of the Plant as may be necessary to protect Glencore’s interests in the Bailed Property.
Nordural shall have no liability to Glencore for any loss of, or claim, relating to Glencore’s
Alumina or Product stored at Nordural’s facilities, or any third party claims against Glencore, to
the extent that Nordural is not able to recover under its insurance policies as a result of any
act, neglect, error or omission on the part of Glencore or any of its employees or agents.



Article VII




WARRANTIES; LIMITATION OF LIABILITY




     7.1 Warranties. Subject to Section 7.2, Nordural warrants that Product delivered to Glencore
under this Agreement shall conform to the Product Specifications, and shall be free from defects in
material and workmanship. Glencore warrants that the Alumina it delivers for conversion under this
Agreement shall conform to the specifications set forth in Exhibit B.



     7.2 Inspection and Non-Conforming Product.




          7.2.1 Provided it is produced from alumina which meets Permitted Source Specifications, all
Product delivered hereunder shall meet the Product Specifications. Product shall be subject to
rejection by Glencore upon presentation of sufficient evidence by Glencore to Nordural of a failure
to meet such specifications. Should Glencore elect to reject any Product delivered hereunder for
failure to meet such specifications, Nordural shall pay damages to Glencore with respect to such
rejected Product as provided in Section 7.2.3. All Product shall




21









 







remain subject to Glencore’s inspection rights notwithstanding any prior payment made
therefore by Glencore.




          7.2.2 Glencore will be deemed to have accepted the weight of an Aluminum Delivery if it fails
to give Nordural written notice of rejection within 30 days after Aluminum Delivery and the quality
if it fails to give Nordural written notices of rejection within 30 after delivery to a final
customer. Such notice shall describe in reasonable detail the defects upon which rejection is
based.




          7.2.3 If any Aluminum Delivery fails to conform to the warranties set forth in Section 7.1 of
this Agreement, and timely notice is given to Nordural, Nordural’s sole liability shall be to pay
to Glencore the amount, if any, by which the market value of the Product as delivered is less than
the market value of conforming Product, in each case determined as of the delivery date. The
foregoing limitation on Nordural’s liability shall not in any way affect Nordural’s obligation to
deliver Product conforming to the specifications applicable under this Agreement with respect to
particular Product deliveries, or limit Glencore’s right to treat Nordural’s repeated breach as an
Event of Default.




     7.3 Warranty Limitation. THE PARTIES EXPRESSLY AGREE THAT NO WARRANTIES SHALL BE IMPLIED
UNDER THIS AGREEMENT, WHETHER OF UTILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR
MERCHANTABILITY OR OF ANY OTHER TYPE, AND FURTHER THAT NO WARRANTIES OF ANY SORT ARE MADE HEREUNDER
EXCEPT THE WARRANTIES EXPRESSLY STATED IN SECTION 7.1.



22









 





Article VIII




FORCE MAJEURE




     8.1 Force Majeure. If the performance of this Agreement by a party (other than the giving of
any notice required to be given or payment of monies due under this Agreement) is hindered, delayed
or prevented, directly or indirectly, by reason of any war, conditions of war, acts of enemies,
national emergency, revolution, riots, sabotage or other similar disorders; failure of
transportation; fire, flood, windstorm, explosion, or other acts of God; strikes, lock-outs, or
other labor disturbances; delay in construction of electrical power plants or power transmission
lines required to provide electrical power to the Plant; breakdown of plants or equipment;
inability for any of the reasons set forth herein to secure or delay in securing machinery,
equipment, materials, supplies, transportation, transportation facilities, fuel or power; orders or
acts of any government or governmental agency or authority; interference by civil or military
authority; or any other cause whether or not of the nature or character specifically enumerated
above which is beyond the reasonable control of such party (“Force Majeure”) (i) such party shall
be excused from the performance of this Agreement (other than giving of any notice required to be
given or payment of monies due under this Agreement) while and to the extent that such party is
hindered, delayed or prevented from so performing by Force Majeure, and (ii) the performance of
this Agreement shall be resumed as soon as practicable after such Force Majeure is removed. In
general, events, such as increases in the price of electrical power, which prevent the Plant from
operating profitably, shall not be considered events of Force Majeure. However, Nordural’s
inability to obtain power would be a Force Majeure.



23









 





     8.2 Either party shall give notice to the other as soon as practicable after the occurrence of
Force Majeure and insofar as known, the probable extent to which such party will be unable to
perform or be delayed in performing its obligations. The party claiming Force Majeure shall
exercise due diligence to eliminate or remedy any such causes hindering, delaying or preventing its
performance and shall give the other party prompt written notice when that has been accomplished;
provided, however, that the settlement of strikes or other events of labor unrest will be entirely
within the discretion of the party having the difficulty and that such party will not be required
to settle such strikes or labor unrest by acceding to the demands of the opposing party when such
course of action is deemed inadvisable in the discretion of the party having the difficulty.



     8.3 The term of this Agreement shall be extended for the duration of any Force Majeure and the
Conversion Charge for each Aluminum Delivery in effect for the extended term shall be the same as
the Conversion Charge in effect for Aluminum Deliveries scheduled but not delivered during the
period of Force Majeure.



Article IX




TERMINATION; EFFECT OF TERMINATION




     9.1 Termination. In addition to any termination arising under Article X, this Agreement shall
terminate on the earliest of:



          9.1.1 The date which is the tenth (10th) anniversary of the Start Date (the “End
Date”), or if any Force Majeure contemplated by Section 8.1 occurs, such later date as is




24









 







determined by extending the End Date by the duration of the period of Force Majeure, or such
later date agreed to by the parties in writing; or




          9.1.2 The date on which Glencore or Nordural terminates this Agreement in accordance with
Article 10 by reason of an Event of Default.




     9.2 Effect of Termination.



          9.2.1 Glencore’s obligation to make Alumina Deliveries shall terminate as follows:





	 	(a)	 	If termination occurs under Section 9.1.1, on
the date upon which Glencore shall complete Alumina Delivery of the
quantity of Alumina required to permit conversion and Aluminum Delivery
by the relevant termination date under Section 9.1.1; or
	 
	 	(b)	 	If termination occurs under Section 9.1.2, on
the date upon which this Agreement is terminated.





          9.2.2 Termination of this Agreement for whatever reason shall not affect:





	 	(a)	 	Nordural’s duty to complete the conversion of
any Alumina then in process (unless the Plant’s operations have
ceased), and to store and deliver to Glencore, as specified by
Glencore, any Alumina not used for conversion and any Product in
Nordural’s possession;
	 
	 	(b)	 	Glencore’s duty to pay Nordural any Conversion
Charges with respect to Aluminum Deliveries theretofore made by
Nordural or




25









 






	 	 	 	for Aluminum Deliveries thereafter made by Nordural for Alumina in
process of being converted at the time of termination;
	 
	 	(c)	 	Any other duties of either party which by their
nature are to be performed after termination of this Agreement; or
	 
	 	(d)	 	Nordural’s warranties regarding Product under
Article VII.





Article X




TERMINATION FOR DEFAULT




     10.1 Grounds for Termination. After the occurrence of any of the following events (each an
“Event of Default”), then the non-defaulting party may terminate this Agreement by notice to the
other:



          10.1.1 The other party fails to perform or breaches any provision of this Agreement (other
than any failure or breach excused by reason of Force Majeure under Article VIII), and such failure
or breach is not remedied within a period of thirty (30) days after notice from the party not in
default to the other party.




          10.1.2 The other party:





	 	(a)	 	consents to the appointment of a receiver,
trustee or liquidator of itself or of a substantial part of its
property, or admits in writing its inability to pay its debts generally
as they come due, or makes a general assignment for the benefit of
creditors; or




26









 






	 	(b)	 	files a voluntary petition in bankruptcy or a
voluntary petition or an answer seeking reorganization in a proceeding
under any bankruptcy or insolvency law (as now or hereafter in effect)
or any other now existing or future law providing for the
reorganization or winding-up of corporations, or providing for an
agreement, composition, extension or adjustment with its creditors; or
	 
	 	(c)	 	is named the debtor or a defendant in any case,
action or proceeding under any law referred to in clause (b) filed
against the other party, and such action or proceeding is not withdrawn
or dismissed within sixty (60) days after it is commenced.





          10.1.3 Any material provision of this Agreement shall at any time for any reason cease to be
binding on or enforceable against the other party, or shall be declared to be null and void, or the
validity or enforceability thereof shall be contested by the other party or any Regulatory
Authority, or the other party shall deny that it has any further liability or obligation under this
Agreement.




          10.1.4 The performance by the other party of substantially all of its obligations under this
Agreement is prevented by reason of Force Majeure which shall have continued for a period of more
than six (6) months.




          10.1.5 Any of the Bailed Property is attached or seized pursuant to a court order in
connection with a legal proceeding instituted against the other party, or is subjected to levy in
execution of judgment, and such order or levy is not vacated, dismissed or stayed within thirty
(30) days.




27









 








     10.2 Consequences of Termination for Default. If this Agreement is terminated by reason of an
Event of Default as provided in Section 10.1, upon Glencore’s demand and by the date specified in
such demand, and upon payment of any Conversion Charges and all other amounts then due and payable,
Nordural shall deliver all Bailed Property to Glencore at the Plant free and clear of all Liens
created by Nordural and in the condition required by this Agreement. The risk and all costs of
assembling the Bailed Property, ready for shipment, shall be borne by Nordural unless this
Agreement is terminated by Nordural, in which event all such risk and costs shall be borne by
Glencore. Nordural consents and agrees that if it fails to perform its obligations to deliver the
Bailed Property to Glencore as required above, Glencore may enter the Plant and surrounding
property and remove all Bailed Property at Nordural’s cost.



Article XI




MISCELLANEOUS




     11.1 Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any prior expressions of
intent or understandings with respect to such subject matter. This Agreement may only be amended,
modified, supplemented or released by an instrument in writing signed by a duly authorized officer
of each of the parties.



     11.2 Headings. Headings used in this Agreement are for convenience of reference only, and
shall not limit or otherwise affect the scope or interpretation of any provision.



28









 





     11.3 Waiver; Cumulative Rights. The failure, or delay, of either party to require performance
by the other of any provision of this Agreement shall not affect such party’s right to require
performance of that provision unless and until performance has been waived in writing. Each and
every right granted under this Agreement or any other document or instrument delivered hereunder or
in connection herewith, or allowed at law or in equity, shall be cumulative and may be exercised in
part or in whole from time to time.



     11.4 Governing Law. This Agreement shall be subject to and construed under the laws of the
State of New York, U.S.A., excluding the rules of conflicts or choice of law and excluding the
United Nations Convention on Contracts for the International Sale of Goods.



     11.5 Dispute Resolution. Any controversy arising out of or relating to this Agreement shall
be settled by arbitration administered in accordance with the commercial arbitration rules of the
American Arbitration Association. The arbitration panel shall consist of three (3) arbitrators.
The arbitration proceedings shall take place in New York, New York, U.S.A. and shall be conducted
in the English language. The decision of the arbitral panel shall be final and binding upon the
parties and non-appealable. Judgment on the award may be entered and enforced in any court having
jurisdiction over the party against whom such judgment is sought to be entered or enforced.



     11.6 Notices. All notices, demands or other communications (collectively, “Notices”) required
or permitted to be given under this Agreement shall be in writing, either delivered by hand to the
other party at that party’s address set forth below, or sent by prepaid air overnight or express
courier or by facsimile transmission, to the other party’s address and facsimile number (if
applicable) set forth below, and shall be effective on the date the hand



29









 




delivery, air overnight or express courier or facsimile transmission is received by the other
party. A copy of the text of any Notice given by facsimile transmission shall be sent by prepaid
air overnight or express courier or delivered by hand, to the address set forth below within a
reasonable time thereafter, provided such confirmation shall not be required if the recipient
acknowledges receipt of the facsimile Notice.




Notices shall be sent:




If to Nordural:


Nordural ehf

301 Akranes

Grundartangi

Iceland

Attention: Managing Director

Facsimile No.: (354) 430-1001




with a copy to:



Century Aluminum Company

2511 Garden Road

Building A, Suite 200

Monterey, CA 93940

Attention: General Counsel

Facsimile No.: (831) 642-9328




If to Glencore:



Glencore AG

Baarermattstrasse 3

P.O. Box 777

CH-6341 Baar

Switzerland

Attention: Alumina/Aluminum Department

Phone: 41 41 709 2000

Facsimile No.: 41 41 709 3000




30









 







Any change in the address or facsimile transmission number of a party (or copy recipient) for the
purposes of Notice under this Section shall be communicated to the other parties in the manner set
forth in this Section for providing Notice.




     11.7 Illegality; Severability.



          11.7.1 The various provisions of this Agreement shall be considered legally severable, and if
any provision of this Agreement or the application of any such provision to any party or
circumstances shall be held invalid by a court of competent jurisdiction, the remainder of this
Agreement, including without limitation the remainder of the provision held invalid, or the
application of such provision to any party or circumstances other than those as to which it is held
invalid, shall not be affected thereby.




          11.7.2 If any provision of this Agreement is prohibited or unenforceable in any jurisdiction,
such fact alone shall not render such provision invalid or unenforceable in any other jurisdiction.




          11.7.3 To the extent permitted by Applicable Laws, each of Nordural and Glencore hereby waives
any provision of Applicable Laws which renders any provision of this Agreement prohibited or
unenforceable in any respect.




     11.8 Counterparts. This Agreement may be signed in any number of counterparts, and any single
counterpart or a set of counterparts signed, in either case, by all the parties hereto shall
constitute a full and original agreement for all purposes.



     11.9 Assignment. Except as set forth below, no assignment, delegation or subcontracting of
any of the rights or duties of any party to a non-Affiliate of such party shall be



31









 




permitted without the written consent of the other party, and any purported assignment without
such written consent shall be null and void. Nordural shall also have the right to assign its
interest to its lenders as may be required by Nordural’s loan agreements.




     The parties have caused this Agreement to be duly executed as of the date first above written,
whereupon it enters into full force and effect in accordance with its terms.



	 	 	 	 	 	 	 
	 	 	NORDURAL EHF	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GLENCORE AG	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





32









 






EXHIBIT A




LOADING/DISCHARGE CONDITIONS IN GRUNDARTANGI PORT




	 	 	 
	Length of key:

	 	400 meters
	 
	 	 
	Draft:

	 	13 – 14 meters
	 
	 	 
	Cranes:

	 	No cranes on harbor. Mobile cranes available






33









 






EXHIBIT B




PERMITTED SOURCE SPECIFICATIONS FOR ALUMINA




AUGHINISH (AUG) ALUMINA SPECIFICATIONS

AUGHINISH/IRELAND



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Al2O3
	 	 	 	 	 	98.500 MIN
	Na2O %
	 	 	0.370	 	 	0.500 MAX
	Fe2O3 %
	 	 	0.018	 	 	0.030 MAX
	CaO %
	 	 	0.008	 	 	0.025 MAX
	SiO2 %
	 	 	0.009	 	 	0.020 MAX
	TiO2 %
	 	 	0.001	 	 	0.005 MAX
	V2O5
	 	 	0.003	 	 	0.006 MAX
	P2O5 %
	 	 	0.001	 	 	0.0025 MAX
	ZnO %
	 	 	0.002	 	 	0.004 MAX
	 
	 	 	 	 	 	 	 	 
	BET m2/gr
	 	 	69.000	 	 	60 MIN/80 MAX
	LOI (300-1100 C) %
	 	 	0.700	 	 	1.20  MAX
	- 325 Mesh %
	 	 	7.000	 	 	12.00  MAX
	Attrition Index
	 	 	10.000	 	 	20.00 MAX
	Alpha Alumina
	 	 	<5.000	 	 	 	 	 






34









 






EURALLUMINA (EUR) ALUMINA SPECIFICATIONS

PORTO VESME/ITALY



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Al2O3 %
	 	 	99.400	 	 	99.000 MIN
	SiO2 %
	 	 	0.010	 	 	0.020 MAX
	Fe2O3 %
	 	 	0.015	 	 	0.020 MAX
	TiO2 %
	 	 	0.003	 	 	0.004 MAX
	V2O5 %
	 	 	0.002	 	 	0.004 MAX
	Na2O %
	 	 	0.330	 	 	0.450 MAX
	CaO %
	 	 	0.019	 	 	0.030 MAX
	P2O5 %
	 	 	0.001	 	 	0.002 MAX
	ZnO %
	 	 	0.001	 	 	0.002 MAX
	MnO2 %
	 	 	0.001	 	 	0.001 MAX
	 
	 	 	 	 	 	 	 	 
	LOI (300-1000 C) %
	 	 	0.820	 	 	1.00  MAX
	+ 100
Mesh %
	 	 	0.700	 	 	5.00 MAX
	- 325 Mesh %
	 	 	4.000	 	 	10.00  MAX
	BET m2/gr
	 	 	75.000	 	 	65 MIN/90 MAX
	Alpha
alumina %
	 	 	5-10	 	 	4 MIN/20 MAX
	Angle of repose
	 	 	 	 	 	 	33 MAX	 






35









 






ALCOA/INESPAL (ESP) ALUMINA SPECIFICATIONS

SAN CIPRIAN/SPAIN



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Chemical Specification:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SiO2 %
	 	 	0.007	 	 	0.020  MAX
	Fe203 %
	 	 	0.020	 	 	0.025  MAX
	Na2O %
	 	 	0.350	 	 	0.500  MAX
	CaO %
	 	 	0.005	 	 	0.030  MAX
	TiO2 %
	 	 	0.003	 	 	0.005  MAX
	ZnO %
	 	 	0.001	 	 	0.005  MAX
	P2O5 %
	 	NR	 	0.003  MAX
	V2O5 %
	 	 	0.002	 	 	0.005  MAX
	Ga2O3 %
	 	 	0.010	 	 	0.020  MAX
	 
	 	 	 	 	 	 	 	 
	Physical Specification:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	+ 100
Mesh %
	 	 	3.0	 	 	10.00  MAX
	- 325 Mesh %
	 	 	9.0	 	 	12.00  MAX
	- 20 micron %*
	 	 	2.0	 	 	3.00  MAX
	LOI
(300-1000oC) %
	 	 	0.6	 	 	1.20  MAX
	Surface Area (BET) m2/g
	 	 	70.0	 	 	60 MIN - 80 MAX








 




			
	*	 	Effective March 01, 2000 measured by Coulter LS100Q Laser instrument.




36









 










ALUNORTE (ANO) ALUMINA SPECIFICATIONS

VILA DO CONDE/BRASIL



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	SiO2 %
	 	 	0.015	 	 	0.025 MAX
	Fe2O3 %
	 	 	0.015	 	 	0.025 MAX
	TiO2 %
	 	 	0.002	 	 	0.005 MAX
	V2O5 %
	 	 	0.002	 	 	0.005 MAX
	Na2O %
	 	 	0.400	 	 	0.500 MAX
	CaO %
	 	 	0.025	 	 	0.050 MAX
	P2O5 %
	 	 	0.001	 	 	0.003 MAX
	ZnO %
	 	 	0.003	 	 	0.008 MAX
	MnO
	 	 	0.001	 	 	0.002 MAX
	 
	 	 	 	 	 	 	 	 
	LOI
(300-1000o C) %
	 	 	—	 	 	1.00 MAX
	+ 100
Mesh %
	 	 	0.50	 	 	2.00 MAX
	- 325 Mesh %
	 	 	8.00	 	 	10.00 MAX
	BET
m2/gr 60.00
	 	 	 	 	 	 	 	 
	Alpha Phase %
	 	 	5.00	 	 	10.00 MAX
	Bulk Density (g/l)
	 	 	1000	 	 	 	1050	 






37









 






INTERALUMINA (INT) ALUMINA SPECIFICATIONS

PORTO MATANZAS/VENEZUELA



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Al2O3 %
	 	 	98.500	 	 	98.350 MIN   
	SiO2 %
	 	 	0.011	 	 	0.030  MAX
	Fe2O3 %
	 	 	0.010	 	 	0.030  MAX
	TiO2 %
	 	 	0.002	 	 	0.005  MAX
	V2O5 %
	 	 	0.002	 	 	0.003  MAX
	Na2O %
	 	 	0.460	 	 	0.600  MAX
	CaO %
	 	 	0.025	 	 	0.050  MAX
	P2O5 %
	 	 	0.001	 	 	0.002  MAX
	ZnO %
	 	 	0.003	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Moisture
(0-300 C) %
	 	 	0.90	 	 	 	 	 
	LOI (300-1000 C) %
	 	 	0.85	 	 	1.00  MAX
	+ 100
Mesh %
	 	 	3.00	 	 	10.00 MAX
	- 325 Mesh %
	 	 	9.00	 	 	12.00 MAX
	BET m2/gr
	 	 	74.00	 	 	 	 	 
	Bulk Density g/l
	 	 	1200	 	 	 	 	 






38









 






SURINAM (SUR) ALUMINA SPECIFICATIONS

PARANAM/SURINAM



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Al2O3 %
	 	 	 	 	 	98.300 MIN
	SiO2 %
	 	 	0.015	 	 	0.030 MAX
	Fe2O3 %
	 	 	0.010	 	 	0.030 MAX
	TiO2 %
	 	 	0.003	 	 	0.005 MAX
	V2O5 %
	 	 	0.002	 	 	0.005 MAX
	Na2O %
	 	 	0.470	 	 	0.600 MAX
	CaO %
	 	 	0.045	 	 	0.060 MAX
	P2O5 %
	 	 	0.001	 	 	0.003 MAX
	ZnO %
	 	 	0.001	 	 	0.005 MAX
	 
	 	 	 	 	 	 	 	 
	LOI
(300-1200 C) %
	 	 	0.80	 	 	1.20  MAX
	+ 100
Mesh %
	 	 	 	 	 	10.00  MAX
	- 325 Mesh %
	 	 	9.50	 	 	12.00  MAX
	BET m2/gr
	 	 	65.00	 	 	 	 	 






39









 






WINDALCO JAMAICA (WIN) ALUMINA SPECIFICATIONS

PORT ESQUIVEL/JAMAICA



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Al2O3 %
	 	 	98.500	 	 	98.350 MIN
	SiO2 %
	 	 	0.022	 	 	0.030 MAX
	Fe2O3 %
	 	 	0.009	 	 	0.030 MAX
	TiO2 %
	 	 	0.001	 	 	0.005 MAX
	V2O5 %
	 	 	0.001	 	 	0.005 MAX
	Na2O %
	 	 	0.420	 	 	0.600 MAX
	CaO %
	 	 	0.040	 	 	0.070 MAX
	P2O5 %
	 	 	0.001	 	 	0.003 MAX
	ZnO %
	 	 	0.010	 	 	0.020 MAX
	 
	 	 	 	 	 	 	 	 
	LOI
(300-1100 C) %
	 	 	0.95	 	 	1.20 MAX
	- 325 Mesh %
	 	 	8.00	 	 	12.00  MAX
	BET m2/gr
	 	 	80/90	 	 	 	 	 









40









 






ALPART (ALP) ALUMINA SPECIFICATIONS

PORT KAISER/JAMAICA



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PRODUCER
	 	 	TYPICAL	 	GUARANTEES
	Chemical Properties:
	 	 	 	 	 	 	 	 
	 
	SiO2 %
	 	 	0.0110	 	 	0.0150  MAX
	Fe2O3 %
	 	 	0.0090	 	 	0.0140  MAX
	Na2O %
	 	 	0.3700	 	 	0.5000  MAX
	CaO %
	 	 	0.0350	 	 	0.0500  MAX
	ZnO %
	 	 	0.0090	 	 	0.0120  MAX
	MnO2 %
	 	 	0.0013	 	 	0.0020  MAX
	TiO2 %
	 	 	0.0012	 	 	0.0020  MAX
	V2O5 %
	 	 	0.0024	 	 	0.0045  MAX
	P2O5 %
	 	 	0.0008	 	 	0.0015  MAX
	 
	 	 	 	 	 	 	 	 
	Physical Properties:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Loss on Ignition
	 	 	 	 	 	 
	(300-1000 C) %
	 	 	0.85	 	 	1.10  MAX
	- 45 microns
(1) %
	 	 	7.50	 	 	9.00  MAX
	+150
microns %
	 	 	7.00	 	 	11.00  MAX
	- 20 microns %
	 	 	1.20	 	 	1.80  MAX
	Specific Surface Aera 
	 	 	 	 	 	 
	 BET m2/gr 75.00
	 	 	 	 	 	60 MIN/85 MAX
	Attrition
Index %
	 	 	18.00	 	 	25.00  MAX






41









 






JAMALCO ALUMINA SPECIFICATION




Chemical Specification




	 	 	 	 	 	 	 	 	 
	 	 	Typical	 	Guaranteed
	 	 	(%)	 	(%)
	SiO2
	 	 	0.012	 	 	0.020 max.
	 
	 	 	 	 	 	 	 	 
	Fe2O3
	 	 	0.014	 	 	0.020 max.
	 
	 	 	 	 	 	 	 	 
	Na2O
	 	 	0.38	 	 	0.50 max.
	 
	 	 	 	 	 	 	 	 
	CaO
	 	 	0.050	 	 	0.060 max.
	 
	 	 	 	 	 	 	 	 
	TiO2
	 	 	0.002	 	 	0.005 max.
	 
	 	 	 	 	 	 	 	 
	ZnO
	 	 	0.013	 	 	0.020 max.
	 
	 	 	 	 	 	 	 	 
	P2O5
	 	 	0.0015	 	 	0.003 max.
	 
	 	 	 	 	 	 	 	 
	V2O5
	 	 	0.002	 	 	0.005 max.
	 
	 	 	 	 	 	 	 	 
	Ga2O3
	 	 	0.006	 	 	0.010 max
	 
	 	 	 	 	 	 	 	 
	Physical Specification
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	+100 mesh
	 	 	3	 	 	15 max
	- 325 mesh
	 	 	8.5	 	 	 	12 "	 
	- 20 micron
	 	 	1.7	 	 	 	3.0 "	 
	L.O.I.(300-1000°C)
	 	 	0.6	 	 	 	1.1 "	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	m2/g	 	 	 	m2/g	 
	Surface Area
(BET) (Reg.)
	 	 	67-77	 	 	60min - 80 max






	 	 	 
	Prepared by

	 	: W. H. Brancalhoni
	Revision #

	 	: 9.0
	Revision Date

	 	: February 1st, 2005
	Document

	 	: h:\data\tech\customers\current specs\jamspec2005.doc






42









 






EXHIBIT C




PROCEDURES FOR SAMPLING AND ANALYSIS OF ALUMINA





	(i)	 	A representative sample of each shipment of Alumina shall be taken in accordance with the
sampling procedures applicable at the Alumina Load Port. Nordural shall have the right to
have a representative present (at Nordural’s expense) at such sampling. The sample so taken
shall be divided into three portions using generally accepted laboratory techniques. One
portion shall be promptly dispatched to Nordural, one portion is for Glencore and one portion
(the referee sample) shall be held at the alumina production plant for ninety days after the
date of the relevant shipment and then disposed of unless Nordural or Glencore have requested
(in writing) that it be retained longer.






	(ii)	 	Within thirty days after receipt of the sample dispatched to Nordural, Nordural may notify
Glencore (with a copy to the production plant holding the referee sample) that the Alumina
delivered does not conform to the contractual specification set forth in Exhibit B and the
extent of that non-conformity. If Nordural does not notify Glencore within this time the
Alumina so delivered shall be deemed to comply with the above specification. If Nordural does
notify Glencore within this time, Glencore shall advise Nordural within twenty-one days after
such notification is received whether or not Glencore agrees with Nordural’s analysis. If
Glencore does not agree, the referee sample will be analyzed as soon as possible by a referee
laboratory mutually acceptable to the parties. The referee laboratory will analyze the
referee sample in accordance with the applicable analytical procedures adopted under the ISO
standards and a copy of its analysis shall be made available to both parties. The cost of any
referee analysis will be shared equally by Glencore and Nordural.






	(iii)	 	If the analysis of the referee laboratory indicates that the referee sample does not conform
to the contractual specification set out in Exhibit B or if Glencore accepts that the alumina
does not so conform, Glencore and Nordural shall within twenty-one days of such decision meet
in good faith to determine whether a reasonable or mutually acceptable adjustment of the
Conversion Charge can be made to compensate Nordural for the shipment of Alumina not meeting
the contractual specification.
	 
	 	 	In any case, such difference will not be regarded by Nordural as a cause of rejection of the
cargo. For the avoidance of doubt, in determining the adjustment to be made to the Conversion
Charge, regard shall be had to any increase in production costs at the Plant resulting from
the reduction of alumina not conforming to the contractual specifications set out in Exhibit
B.
	 
	 	 	In the event Glencore and Nordural do not reach a mutually acceptable arrangement, the
arbitration provisions under Section 11.5 shall apply.




43









 











EXHIBIT D




PRODUCT SPECIFICATIONS



Product delivered under this Agreement shall conform to the following:




	 	 	 
	Al

	 	minimum 99.70%
	 
	 	 
	Si

	 	maximum 0.10%
	 
	 	 
	Fe

	 	maximum 0.20%







 meeting specifications for P1020


44









 





EXHIBIT E




CALCULATION OF METAL PREMIUM



The metal premium will be calculated for each shipment of Product as follows:





	 	1)	 	In the event that the 6% duty on imported aluminum into the European Union (“EU”) is in
place and the European Commission has not announced in the form of publication or otherwise
that the duty will be reduced or eliminated, the metal premium shall be *% of the LME.
	 
	 	2)	 	In the event that a change to the duty or a change to Iceland’s duty-free status has
been announced, Glencore and Nordural shall meet within 30 days of such announcement to
negotiate in good faith a premium to cover Product delivered during the transition period.
The transition period shall be defined as the period beginning with the month in which the
change has been announced and ending in the month prior to the month in which the change
will go into effect.
	 
	 	3)	 	Once a change to the duty or a change to Iceland’s duty-free status has gone into
effect, the metal premium shall be *.






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





45