CENTURY ALUMINUM CO
CONSENT AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>y69367aexv10w1.txt
<DESCRIPTION>CONSENT AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                         CONSENT AND FOURTH AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT

         This CONSENT AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated
as of October 29, 2004 (this "Amendment"), is by and among (a) Century Aluminum
Company, a Delaware corporation ("Century Aluminum"), Berkeley Aluminum, Inc., a
Delaware corporation ("Berkeley"), Century Aluminum of West Virginia, Inc., a
Delaware corporation ("Century WV"), Century Kentucky, Inc., a Delaware
corporation ("Century K"), Metalsco, Ltd., a Georgia company ("Metalsco") and
NSA Ltd., a Kentucky limited partnership ("NSA" and, together with Century
Aluminum, Berkeley, Century WV, Century K and Metalsco, collectively, the
"Borrowers" and each individually a "Borrower"), (b) the lending institutions
which are or may become parties to the Credit Agreement (as defined below) from
time to time (collectively, the "Lenders") and (c) Fleet Capital Corporation as
agent ("Agent") for the Lenders. Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit
Agreement referred to below.

         WHEREAS, the Borrowers, the Lenders and the Agent are parties to a
Revolving Credit Agreement, dated as of April 2, 2001, as amended by the Consent
and First Amendment to Revolving Credit Agreement, dated as of March 12, 2003
(the "First Amendment"), as further amended by the Consent and Second Amendment
to Revolving Credit Agreement, dated as of March 31, 2003 (the "Second
Amendment"), and as further amended by the Consent and Third Amendment to
Revolving Credit Agreement, dated as of August 4, 2004 (the "Third Amendment")
(as further amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Credit Agreement"), pursuant to which the Lenders have
committed to make loans or otherwise extend credit to the Borrowers on the terms
and subject to the conditions set forth therein.

         WHEREAS, from time to time after the date hereof, Century Aluminum
(directly or indirectly) intends to contribute or lend up to $75 million in the
aggregate to the Nordural Acquisition Subsidiary (or directly to Nordural) to
finance a planned expansion by Nordural and to provide working capital to
Nordural (the "Supplemental Nordural Investment"), which Supplemental Nordural
Investment shall be in addition to the Nordural Investment (as defined in the
Second Amendment) and the Additional Nordural Investment (as defined in the
Third Amendment).

         WHEREAS, under the Credit Agreement, the Supplemental Nordural
Investment is not permitted.

         WHEREAS, in accordance with the terms hereof, the Lenders and the Agent
have agreed to consent to the Supplemental Nordural Investment and modify
certain other provisions of the Credit Agreement in accordance with the terms
hereof.

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree as
follows:
<PAGE>

         SECTION 1. AMENDMENT TO SECTION 1.1 OF THE CREDIT AGREEMENT.

                  (a) Section 1.1 of the Credit Agreement is hereby amended by
adding the following new definitions to such Section 1.1 in the appropriate
alphabetical order:

                  "Bank Product Obligations. Every obligation of each Borrower
or its Subsidiaries under and in respect of any one or more of the following
types of services or facilities extended to such Borrower or such Subsidiary by
the Agent, any Lender or any Affiliate of the Agent or any Lender: (i) credit
and purchase cards, (ii) cash management or related services including the
automatic clearing house transfer of funds for the account of such Borrower
pursuant to agreement or overdraft and (iii) cash management, including
controlled disbursement services."

                  (b) The definition of "Loan Documents" in Section 1.1 of the
Credit Agreement is hereby amended by deleting the reference to "any interest
rate protection agreement between any Borrower and a Lender evidencing
Derivative Obligations" immediately before the period in such definition and
substituting the words "any agreement or document between any Borrower and a
Lender or an Affiliate of any Lender evidencing Derivative Obligations or Bank
Product Obligations" in lieu thereof.

                  (c) The definition of "Obligations" is hereby amended by
deleting such definition in its entirety and substituting the following
definition in lieu thereof:

                  "Obligations. All indebtedness, obligations and liabilities of
the Borrowers and their Subsidiaries to any of the Lenders, the Issuing Bank and
the Agent, individually or collectively, or any of their Affiliates existing on
the date of this Credit Agreement or arising thereafter, direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise, arising or incurred under this Credit Agreement or any of the other
Loan Documents or in respect of any of the Loans made or Reimbursement
Obligations incurred or any of the Notes, Letter of Credit Applications, Letters
of Credit, any Derivative Obligations with any of the Lenders, any Bank Product
Obligations with any of the Lenders, the Agent or any of their Affiliates or
other instruments at any time evidencing any thereof."

         SECTION 2. AMENDMENT TO SECTION 13.4 OF THE CREDIT AGREEMENT.

                  (a) Section 13.4(b) of the Credit Agreement is hereby amended
by deleting each reference to the parenthetical "(other than Derivative
Obligations)" in such Section and substituting the parenthetical "(other than
Derivative Obligations and Bank Product Obligations)" in lieu thereof.

                  (b) Section 13.4(c) of the Credit Agreement is hereby amended
by deleting such Section in its entirety and substituting the following new
Section 13.4(c) in lieu thereof:

                  "(c) Third, to the Obligations which are Derivative
Obligations and/or Bank Product Obligations, pro rata among the Lenders or their
Affiliates, as the case may be, who are participants in such Derivative
Obligations or such Bank Product Obligations;"

                                      -2-
<PAGE>

         SECTION 3. CONSENT TO TRANSACTIONS. The Borrowers have requested that
the Agent and the Lenders consent to the Supplemental Nordural Investment.
Notwithstanding the provisions of Section 9.3 of the Credit Agreement which
might limit or prohibit the Borrowers' ability to make the Supplemental Nordural
Investment, the Agent and the Lenders hereby consent to the Supplemental
Nordural Investment; provided that (A) the amount of the Supplemental Nordural
Investment shall not exceed $75 million in the aggregate, (B) at the time of any
advance of the Supplemental Nordural Investment, no Default or Event of Default
has occurred and is continuing or would result therefrom, and (C) at the time of
any advance of the Supplemental Nordural Investment, after giving effect to such
advance, the Borrowing Availability shall not be less than $50 million.

         SECTION 4. APPLICATION OF SECTION 10.1 OF THE CREDIT AGREEMENT. For the
avoidance of doubt, the Agent and the Lenders confirm and agree that the
Supplemental Nordural Investment will not be considered to be a Capital
Expenditure which would otherwise be restricted under the terms of Section 10.1
of the Credit Agreement.

         SECTION 5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective at such time as the Agent shall have received (i) a counterpart
signatuRe page to this Amendment duly executed and delivered by each of the
Borrowers and the Majority Lenders and (ii) payment from the Borrowers, for the
account of each Lender which returns an executed counterpart signature page to
this Amendment to the Agent on or prior to 5:00pm (Chicago time) on December 24,
2004, of an amendment fee equal to $5,000 for each such Lender.

         SECTION 6. AFFIRMATION OF THE BORROWERS. Each of the Borrowers hereby
affirms all of its Obligations under the Credit Agreement (as amended hereby)
aNd under each of the other Loan Documents to which it is a party and hereby
affirms its absolute and unconditional promise to pay to the Lenders such Loans
and other amounts as may be due under the Credit Agreement (as amended hereby)
and the other Loan Documents.

         SECTION 7. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
represents and warrants to the Lenders and the Agent as follows:

                  (a) Representations and Warranties. Each of the
representations and warranties contained in Section 7 of the Credit Agreement
were true and correct in all material respects when made, and, after giving
effect to this Amendment, are true and correct in all material respects on and
as of the date hereof, except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement (as amended
hereby) and the other Loan Documents, changes occurring in the ordinary course
of business that singly or in the aggregate do not result in a Material Adverse
Effect and to the extent that such representations and warranties relate
specifically to a prior date.

                  (b) Enforceability. The execution and delivery by each of the
Borrowers of this Amendment, and the performance by each of the Borrowers of
this Amendment and the Credit Agreement, as amended hereby, are within the
corporate authority of such Borrower and have been duly authorized by all
necessary corporate proceedings. This Amendment and the Credit Agreement, as
amended hereby, constitute valid and legally binding obligations of each of the
Borrowers, enforceable against it in accordance with their terms, except as
limited by

                                      -3-
<PAGE>

bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting the enforcement of creditors' rights in general.

                  (c) No Default. No Default or Event of Default has occurred
and is continuing, and no Default or Event of Default will result from the
execution, delivery and performance by each of the Borrowers of this Amendment
or from the consummation of the transactions contemplated herein.

         SECTION 8. NO AMENDMENTS, ETC. Except as expressly provided in this
Amendment, (a) all of the terms and conditions of the Credit Agreement and the
otHer Loan Documents remain unchanged, and (b) all of the terms and conditions
of the Credit Agreement, as amended hereby, are hereby ratified and confirmed by
each of the Borrowers and remain in full force and effect. Nothing herein shall
be construed to be an amendment, consent or a waiver of any requirements of any
of the Borrowers or of any other Person under the Credit Agreement or any of the
other Loan Documents except as expressly set forth herein. Nothing in this
Amendment shall be construed to imply any willingness on the part of the Agent
or the Lenders to grant any similar or future amendment, consent or waiver of
any of the terms and conditions of the Credit Agreement or the other Loan
Documents.

         SECTION 9. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by each party on a separate counterpart, each Of
which when so executed and delivered shall be an original, but all of which
together shall constitute one instrument. In proving this Amendment, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

         SECTION 10. GOVERNING LAW. This Amendment shall for all purposes be
construed in accordance with and governed by the laws of the State of New York
(excluding the laws applicable to conflict of laws, other than Section 5-1401 of
the New York General Obligations Law).

         SECTION 11. MISCELLANEOUS. The captions in this Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof.

         SECTION 12. FEES AND EXPENSES. Each of the Borrowers agrees to pay to
the Agent, on demand by the Agent, all reasonable out-of-pocket costs and
expensEs incurred or sustained by the Agent in connection with the preparation
of this Amendment, including reasonable legal fees.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -4-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first set forth above.

                                      CENTURY ALUMINUM COMPANY

                             By:      /s/ Daniel J. Krofcheck
                                      ------------------------------------------
                                      Name: Daniel J. Krofcheck
                                      Title: VP and Treasurer


                                      CENTURY ALUMINUM OF WEST VIRGINIA, INC.


                             By:      /s/ Daniel J. Krofcheck
                                      ------------------------------------------
                                      Name: Daniel J. Krofcheck
                                      Title: VP and Treasurer


                                      BERKELEY ALUMINUM, INC.

                             By:      /s/ Daniel J. Krofcheck
                                      ------------------------------------------
                                      Name: Daniel J. Krofcheck
                                      Title: VP and Treasurer


                                      CENTURY KENTUCKY, INC.

                             By:      /s/ Daniel J. Krofcheck
                                      ------------------------------------------
                                      Name: Daniel J. Krofcheck
                                      Title: VP and Treasurer


                                      METALSCO, LTD.

                             By:      /s/ Daniel J. Krofcheck
                                      ------------------------------------------
                                      Name: Daniel J. Krofcheck
                                      Title: VP and Treasurer
<PAGE>


                                      NSA, LTD., BY METALSCO, LTD., ITS GENERAL
                                      PARTNER

                             By:      /s/ Daniel J. Krofcheck
                                      ------------------------------------------
                                      Name: Daniel J. Krofcheck
                                      Title: VP and Treasurer




<PAGE>


                                      FLEET CAPITAL CORPORATION,
                                      individually and as Agent


                             By:      /s/ Robert J. Lund
                                      ------------------------------------------
                                      Name: Robert J. Lund
                                      Title: Senior Vice President




<PAGE>


                                      THE CIT GROUP/BUSINESS CREDIT, INC.


                             By:      /s/ Juan R. Ramirez
                                      ------------------------------------------
                                      Name: Juan R. Ramirez
                                      Title: Assistant Vice President




<PAGE>


                             CONGRESS FINANCIAL CORPORATION

                             By:      /s/ Gerard C. Wordell
                                      ------------------------------------------
                                      Name: Gerard C. Wordell
                                      Title: Vice President


<PAGE>


                                      LASALLE BUSINESS CREDIT, LLC

                             By:      /s/ Bent Hammeleff
                                      ------------------------------------------
                                      Name: Bent Hammeleff
                                      Title: Vice President


<PAGE>


                                      GE BUSINESS CAPITAL CORPORATION (FORMERLY
                                      KNOWN AS, TRANSAMERICA BUSINESS CAPITAL
                                      CORPORATION)

                             By:      /s/ Matthew N. McAlpine
                                      ------------------------------------------
                                      Name: Matthew N. McAlpine
                                      Title: Duly Authorized Signatory

<PAGE>


                             CREDIT SUISSE FIRST BOSTON
                             ACTING THROUGH ITS NEW YORK BRANCH

                             By:      /s/ Alain Daoust
                                      ------------------------------------------
                                      Name: Alain Daoust
                                      Title: Director

                             By:      /s/ Peter Chauvin
                                      ------------------------------------------
                                      Name: Peter Chauvin
                                      Title: Vice President


<PAGE>


                                      CITIZENS BUSINESS CREDIT COMPANY, a
                                      Division of Citizens Leasing, Inc., a
                                      Massachusetts Corporation

                             By:      /s/ Paul A. Rebholz
                                      ------------------------------------------
                                      Name: Paul A. Rebholz
                                      Title: Vice President


<PAGE>


         Each of the undersigned Guarantors hereby acknowledges and consents to
the foregoing Amendment and agrees that the Guarantee, dated as of April 2,
2001, in favor of the Agent and the Lenders remains in full force and effect and
each Guarantor ratifies and confirms all of its obligations thereunder.



SKYLINER, INC.


/s/ Daniel J. Krofcheck
------------------------------------------
Name: Daniel J. Krofcheck
Title: VP and Treasurer



VIRGIN ISLANDS ALUMINA
CORPORATION LLC


/s/ Daniel J. Krofcheck
------------------------------------------
Name: Daniel J. Krofcheck
Title: VP and Treasurer



HANCOCK ALUMINUM LLC


/s/ Daniel J. Krofcheck
------------------------------------------
Name: Daniel J. Krofcheck
Title: VP and Treasurer

</TEXT>
</DOCUMENT>
