SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

by and among

CENTURY LOUISIANA INC.,

CENTURY BERMUDA I LIMITED,

CENTURY ALUMINUM COMPANY,

NSA GENERAL PARTNERSHIP,

ST. ANN BAUXITE HOLDINGS LIMITED,

GRAMERCY ALUMINA LLC,

GRAMERCY ALUMINA HOLDINGS INC.,

GRAMERCY ALUMINA HOLDINGS II INC.,

ST. ANN BAUXITE LIMITED

and

NORANDA ALUMINUM ACQUISITION CORPORATION

Dated as of August 3, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of August 3, 2009, is entered into by and among Century Louisiana Inc., a Delaware corporation (“ CLI ”), Century Bermuda I Limited, a Bermuda exempted company (“ CBI ” and, together with CLI, “ Sellers ”), Century Aluminum Company, a Delaware corporation (“ CAC” ), NSA General Partnership, a Kentucky general partnership (“ NSA ”), St. Ann Bauxite Holdings Limited, a St. Lucia international business company (“ SAB ”), Gramercy Alumina Holdings Inc., a Delaware corporation (“ GAH ”), Gramercy Alumina Holdings II Inc., a Delaware corporation (“ GAH II ”), Gramercy Alumina LLC, a Delaware limited liability company (“ Gramercy ” and, together with GAH, “ Purchasers ”), St. Ann Bauxite Limited, a Jamaican private limited company (“ St. Ann ”), and Noranda Aluminum Acquisition Corporation, a Delaware corporation (“ NAAC ”). Capitalized terms used herein are defined in Article VIII .

R E C I T A L S:

WHEREAS, immediately prior to Closing, GAH will have transferred a portion of its membership interest in Gramercy to GAH II, which transfer has been consented to by CLI;

WHEREAS, CLI owns 50% of the outstanding membership interests (the “ Membership Interests ”) of Gramercy, CBI owns 100% of the issued and outstanding shares of SAB (the “ SAB Equity ” and, together with the Membership Interests, the “ Securities ”) and SAB owns 50% of the issued and outstanding shares of capital stock of St. Ann (the “ Shares ”);

WHEREAS, CLI desires to sell to Gramercy, and Gramercy desires to acquire from CLI, all of CLI’s right, title and interest in and to the Membership Interests upon the terms and subject to the conditions contained in this Agreement, terminating CLI’s status as a Member in Gramercy;

WHEREAS, CBI desires to sell to GAH, and GAH desires to acquire from CBI, all of CBI’s right, title and interest to and in the SAB Equity upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, the parties to this Agreement desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements set forth in this Agreement, and subject to and on the terms and conditions set forth in this Agreement, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE; CLOSING

1.1 Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement:

(a) CLI agrees to sell and transfer to Gramercy, free and clear of any and all liens, pledges, claims, charges, options, title defects, security interests or other encumbrances of any nature whatsoever (“ Liens ”), and Gramercy agrees to acquire from CLI, all of CLI’s right, title and interest in and to the Membership Interests (the “ Gramercy Purchase ”); and

(b) CBI agrees to sell and transfer to GAH, free and clear of any and all Liens, and GAH agrees to acquire from CBI, all of CBI’s right, title and interest in and to the SAB Equity (the “ SAB Equity Purchase ” and, together with the Gramercy Purchase, the “ Purchase ”).

1.2 Intercompany Payments . Upon the terms and subject to the conditions of this Agreement:

(a) at the Closing, NSA shall pay or cause to be paid to Gramercy $5 million of the Gramercy Payable (the “ Initial Payment ”);

(b) as soon as practicable after the Closing (but no later than 20 days after the Closing Date), Representatives of CAC and Gramercy shall jointly determine the Closing Monthly Cash Payment Amount. In connection with such determination, Gramercy shall, and GAH, GAH II and NAAC shall cause Gramercy to, make available to CAC and its Representatives, and CAC shall make available to Gramercy, all such personnel, work papers and other books and records as the other reasonably believes are necessary to make such determination. CAC and Gramercy will, and will cause their Representatives to, cooperate in good faith to resolve any dispute with respect to such determination. No later than 20 days after the determination of the Closing Monthly Cash Payment Amount, (i) CAC shall pay, or cause to be paid, to Gramercy the amount, if any, by which the Closing Monthly Cash Payment Amount is less than the Target Monthly Cash Call Amount and (ii) Gramercy shall pay CAC or its designee the amount, if any, by which the Closing Monthly Cash Payment Amount is greater than the Target Monthly Cash Call Amount; and

(c) on or prior to December 31, 2009, NSA shall pay or cause to be paid to Gramercy $5 million in payment of the remainder of the Gramercy Payable (the “ Second Payment ”).

For the avoidance of doubt, the payments set forth in clauses (a) and (c) of this Section 1.2 are a condition precedent to and, when made in conjunction with the other transfers, payments, releases, agreements and covenants made and granted by the Seller Releasors contained in this Agreement, form the basis for (i) the acquittal, release and discharge of all liabilities and obligations of NSA contemplated to be acquitted, released and discharged pursuant and subject to Section 4.4(a) and (ii) the assumption and novation by Gramercy of the rights and obligations of NSA under the Alumina Purchase Agreement pursuant and subject to Section 4.6(c) .

1.3 Alumina Settlement .

(a) As soon as practicable after the Closing (but no later than 20 days after the Closing Date), Representatives of CAC and NAAC shall jointly determine the deliveries made by Gramercy to each of NSA and its Affiliates, on the one hand, and GAH and its Affiliates, on the other hand, of the sandy calcined metallurgical grade alumina produced at Gramercy’s alumina refinery located at Gramercy, Louisiana (“ Alumina ”) during the period commencing on October 1, 2004 and ending on the Closing Date (the “ Reference Period ”). In connection with such determination, Gramercy shall, and GAH and GAH II shall cause Gramercy to, make available to CAC and its Representatives all such personnel, work papers and other books and records as CAC reasonably believes are necessary to make such determination. CAC and NAAC will, and will cause their Representatives to, cooperate in good faith to resolve any dispute with respect to such determination.

(b) If the amount of Alumina delivered to NSA and its Affiliates during the Reference Period is less than the amount of Alumina delivered to GAH and its Affiliates during the Reference Period as determined pursuant to Section 1.3(a) (such difference, the “ Delivery Shortfall Amount ”), within 20 days after such determination Gramercy shall, and GAH and GAH II shall cause Gramercy to, at Gramercy’s sole option (which option shall be exercised and delivered in writing to CAC no later than five days after such determination), either (i) deliver to NSA or its designee(s) an amount of Alumina equal to the Delivery Shortfall Amount or (ii) pay or cause to be paid to NSA or its designee(s) an amount equal to (A) the Delivery Shortfall Amount, expressed in metric tons, multiplied by (B) $250. The quality, specifications and manner of delivery of the Alumina, if any, to be delivered as part of the Delivery Shortfall Amount will be consistent with historical practice.

(c) If the amount of Alumina delivered to NSA and its Affiliates during the Reference Period is greater than the amount of Alumina delivered to GAH and its Affiliates during the Reference Period as determined pursuant to Section 1.3(a) (such difference, the “ Delivery Excess Amount ”), NSA shall, and CLI and SAB shall cause NSA to, pay or cause to be paid to Gramercy within 20 days after such determination an amount equal to (i) the Delivery Excess Amount, expressed in metric tons, multiplied by (ii) $250.

1.4 St. Ann Bauxite Payments . Notwithstanding anything contained in this Agreement to the contrary, CAC acknowledges and affirms its obligations under the St. Ann MOU, which shall be unaffected by this Agreement.

1.5 Method of Payments . All payments provided for in this Article I shall be in immediately available funds by wire transfer to an account designated to the payor by the recipient no less than two Business Days prior to the payment date.

1.6 Closing . The closing of the Purchase (the “ Closing ”) shall take place at the offices of Jones Day, 222 East 41st Street, New York, New York, at 10:00 a.m., local time, on August 31, 2009 or at such other place, time and date as the parties hereto may agree. The “ Closing Date ” shall be the date upon which the Closing occurs.

1.7 Deliveries by Purchasers . At the Closing, Purchasers shall deliver or cause to be delivered to Sellers the following:

(a) A receipt acknowledging payment of the Initial Payment to Gramercy in full satisfaction of NSA’s obligations under Section 1.2(a) (but subject to any further obligations contained in this Agreement);

(b) The certificate to be delivered pursuant to Section 5.2(d) ;

(c) The New Alumina Purchase Agreement duly executed by Gramercy; provided, however, that Exhibit 1 to the New Alumina Purchase Agreement shall be revised to reflect the new delivery schedule to be mutually agreed upon by the parties thereto taking into consideration any delays in the Closing from August 1, 2009;

(d) The Guaranty duly executed by NAAC;

(e) A copy of the release among CAC, J. M. Huber Corporation, an Affiliate of NAAC and Gramercy, duly executed by all parties thereto (other than CAC), releasing CAC from its obligations under and in respect of the Huber Contract; and

(f) Such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to Sellers.

1.8 Deliveries by Sellers . At the Closing, Sellers shall deliver or cause to be delivered the following:

(a) To Gramercy, the Initial Payment;

(b) To Gramercy, the New Alumina Purchase Agreement duly executed by NSA; provided, however, that Exhibit 1 to the New Alumina Purchase Agreement shall be revised to reflect the new delivery schedule to be mutually agreed upon by the parties thereto taking into consideration any delays in the Closing from August 1, 2009;

(c) To the Purchasers, the Guaranty duly executed by CAC;

(d) To GAH, one or more certificates representing CBI’s right, title and interest in the SAB Equity, duly endorsed in blank or accompanied by transfer forms duly endorsed in blank in proper form for transfer;

(e) To Gramercy, one or more certificates representing CLI’s right, title and interest in the Membership Interests, duly endorsed in blank or accompanied by transfer forms duly endorsed in blank in proper form for transfer;

(f) To the Purchasers, the certificate to be delivered pursuant to Section 5.1(d) ;

(g) To SAB, Gramercy and St. Ann, respectively, the duly executed resignations, effective as of the Closing, of currently serving directors, managers and officers of each of SAB, Gramercy and St. Ann, respectively, contemplated by Section 4.5 ;

(h) To SAB, Gramercy and St. Ann, as appropriate, all minute books, stock or membership interest record books (or similar registries) and corporate or limited liability company (or similar) records and seals of SAB, Gramercy and St. Ann in the possession of or under the control of either Seller or any of their Affiliates;

(i) To Gramercy, a certification of non-foreign status, substantially in the form of the sample certification contained in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B), duly executed by CLI; and

(j) Such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to Purchasers.

1.9 Additional Deliveries by Gramercy . Upon payment of the Second Payment, Gramercy shall deliver to Sellers a receipt acknowledging payment of the Second Payment to Gramercy in full satisfaction of NSA’s obligations under Section 1.2(c) (but subject to any further obligations contained in this Agreement).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLERS;
REPRESENTATIONS AND WARRANTIES OF CBI

2.1 Representations and Warranties of Sellers . Each of CLI and CBI hereby represents and warrants (in each case, with respect to itself but not with respect to the other) to Purchasers as follows:

(a)  Organization . CLI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. CBI is an exempted company duly organized, validly existing and in good standing under the laws of Bermuda. Each Seller has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as presently conducted.

(b)  Authorization . Each Seller has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action of such Seller, and this Agreement has been duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of each Seller, enforceable against each such Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general equitable principles.

(c)  No Conflicts . The execution and delivery of this Agreement by each Seller does not, and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) result in the violation of the Organizational Documents of such Seller, (ii) conflict with, breach or violate any Law, Governmental Order or Permit by which such Seller or any of its properties or assets is subject or bound or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any note, deed, security agreement, mortgage agreement, contract, lease, license, instrument or other arrangement to which such Seller and its Affiliates is a party or by which they or any of their property is bound, except, with respect to clauses (ii) and (iii), for any violations, breaches, conflicts, defaults, terminations, modifications, notice requirements, cancellations or accelerations as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (A) the business, financial condition or results of operations of such Seller and its Affiliates, taken as a whole, or (B) the ability of such Seller to consummate the transactions contemplated by this Agreement.

(d)  Ownership of Securities . CLI is the record and beneficial owner of the Membership Interests, free and clear of any Liens. CBI is the record and beneficial owner of the SAB Equity, free and clear of any Liens.

2.2 Representations and Warranties of CBI . CBI hereby represents and warrants to Purchasers that (i) SAB is an international business company duly organized, validly existing and in good standing under the laws of St. Lucia, (ii) SAB is the record and beneficial owner of the Shares, free and clear of any Liens (other than Liens arising under the Shareholders Agreement and other than Liens in favor of the GOJ), (iii) SAB has no liabilities, debt, losses, damages, deficiencies, obligations, claims, demands, judgments, awards, fines, penalties or settlements of any nature or kind (including whether known or unknown, asserted or unasserted, matured or unmatured, or absolute or contingent) other than liabilities and obligations (A) under the Shareholders Agreement or (B) relating to or arising from the business, assets, properties, liabilities, rights, obligations, operations, activities, affairs or management of Gramercy and St. Ann or the ownership of the Shares, (iv) since the date of its formation, SAB has not engaged in any activities or undertaken any transaction other than owning the Shares and ancillary matters, (v) SAB has made a valid election to be exempt from St. Lucia income tax on profits and gains, (vi) SAB has complied with the requirements of St. Lucia Tax Laws applicable to entities that have made the election described in Section 2.2(v) herein, including the obligation to prepare and file financial statements, (vii) SAB is characterized as a corporation for United States federal income tax purposes, (viii) SAB has never been engaged in the conduct of a trade or business in the United States or maintained a taxable presence in any jurisdiction other than St. Lucia, and (ix) SAB does not have any “earnings and profits” within the meaning of United States federal income tax law in excess of $25,000.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASERS;
REPRESENTATIONS AND WARRANTIES OF NAAC

3.1 Representations and Warranties of Purchasers . Each of Gramercy and GAH hereby represents and warrants (in each case, with respect to itself but not with respect to the other) to Sellers as follows:

(a)  Organization . Gramercy is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. GAH is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Purchaser has all requisite corporate or limited liability company power and authority to own or lease and operate its properties and assets and to carry on its business as presently conducted.

(b)  Authorization . Each Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Purchaser of this Agreement and the consummation by each Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action of such Purchaser, and this Agreement has been duly executed and delivered by such Purchaser and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general equitable principles.

(c)  No Conflicts . The execution and delivery of this Agreement by each Purchaser does not, and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) result in any violation of the Organizational Documents of such Purchaser, (ii) conflict with, breach or violate any Law, Governmental Order or Permit by which such Purchaser or its properties or assets is subject or bound or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any note, deed, security agreement, mortgage agreement, contract, lease, license, instrument or other arrangement to which such Purchaser and its Affiliates is a party or by which they or any of their property is bound, except, with respect to clauses (ii) and (iii), for any violations, breaches, conflicts, defaults, terminations, modifications, notice requirements, cancellations or accelerations as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (A) the business, financial condition or results of operations of such Purchaser and its Affiliates, taken as a whole, or (B) the ability of such Purchaser to consummate the transactions contemplated by this Agreement.

(d)  Investment Intent . GAH is acquiring the SAB Equity solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended (the “ Securities Act ”), or any other applicable securities Laws. GAH acknowledges that neither the SAB Equity nor the Shares are registered under the Securities Act or any other applicable securities Laws and that the Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws as applicable. GAH (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its acquisition of the SAB Equity and is capable of bearing the economic risks of such acquisition.

3.2 Representations and Warranties of NAAC . NAAC hereby represents and warrants to Sellers that pursuant to the Deed of Assignment dated May 18, 2007, by and among Noranda Finance Inc., NAAC and CAC, NAAC was assigned by Noranda Finance Inc. and assumed the rights, obligations and liabilities of Noranda Finance Inc. under the Stakeholder Agreement.

ARTICLE IV

COVENANTS

4.1 Further Assurances; Reasonable Best Efforts .

(a) At any time and from time to time from and after the Closing, Sellers, CAC and NSA, on the one hand, and Purchasers, SAB, GAH II, St. Ann and NAAC, on the other hand, shall, at the request of the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments and other documents and perform or cause to be performed such acts and provide such information, as may reasonably be requested by such other party to evidence or effectuate the transactions contemplated by this Agreement.

(b) Subject to the terms and conditions of this Agreement, each of the parties shall use its reasonable best efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement.

4.2 Publicity . Sellers, CAC and NSA, on the one hand, and Purchasers, SAB, GAH II, St. Ann and NAAC, on the other hand, shall consult with each other prior to issuing or making, and provide each other the opportunity to review and comment upon prior to issuing or making, any press releases regarding the transactions contemplated by this Agreement or any other public statements with respect to the transactions contemplated by this Agreement, except to the extent such consultation may be limited or prohibited by Law or by obligations pursuant to any listing agreement with, or rules of, any applicable securities exchange.

4.3 Access to Records and Other Information; Audit .

(a) For a period of seven years from the Closing (or such longer period as may be required by any Governmental Entity or ongoing Legal Proceeding), each of GAH, GAH II, SAB, Gramercy and St. Ann shall, in a manner that does not unreasonably interfere with the business or operations of SAB, Gramercy and St. Ann, (i) afford promptly upon reasonable prior notice to each Seller, its Affiliates and their respective Representatives reasonable access at reasonable times, to the books and records (or copies thereof) of each of SAB, Gramercy and St. Ann and any other documents, information and data regarding the business, assets, properties, liabilities, rights, obligations, operations, activities, affairs or management of SAB, Gramercy and St. Ann (but only to the extent any of the foregoing exist as of, or relate to a period prior to, the Closing) as either Seller or any of their Affiliates may reasonably request from time to time in connection with financial reporting and accounting matters, the preparation and filing of any tax returns, or in connection with any Legal Proceedings, and will permit the Sellers, their respective Affiliates and their Representatives to make such extracts and copies (including electronic copies) thereof as may reasonably be requested; provided that Sellers and their respective Affiliates and Representatives agree that they will not use any information provided under this Section 4.3(a) for competitive or other purposes unrelated to the foregoing delineated reasons, and (ii) provide each Seller, its Affiliates and their respective Representatives with any assistance and access to personnel that may reasonably be requested by such Person in connection with the foregoing. Sellers shall bear all out-of-pocket costs and expenses reasonably incurred in connection with the foregoing sentence,

(b) CAC and its Affiliates and Representatives shall have the right to conduct an audit of the financial statements of SAB, Gramercy and St. Ann and other financial and related information of Gramercy and St. Ann, in each case to the extent (i) reasonably necessary or appropriate in connection with the preparation and audit of CAC’s consolidated financial statements or for compliance with any Law or any listing agreement with, or the rules of, any applicable securities exchange and (ii) such audit relates to a period prior to the Closing. In connection with any such audit, each of GAH, GAH II, SAB, Gramercy and St. Ann shall, in a manner that does not unreasonably interfere with the business or operations of SAB, Gramercy and St. Ann, (i) afford promptly upon reasonable prior notice to CAC and its Affiliates and Representatives reasonable access at reasonable times to the relevant books and records (or copies thereof) of each of SAB, Gramercy and St. Ann, and will permit CAC and its Affiliates and Representatives to make such extracts and copies (including electronic copies) thereof as may reasonably be requested; provided that Sellers and their respective Affiliates and Representatives agree that they will not use any information provided under this Section 4.3(b) for competitive or other purposes unrelated to the audit, and (ii) provide any assistance and access to personnel that may reasonably be requested by CAC or its Affiliates or Representatives in connection with such audit. CAC shall bear all out-of-pocket costs and expenses incurred in connection with this Section 4.3(b) ,

4.4 Releases .

(a) As a material inducement to Sellers, CAC and NSA to enter into and perform this Agreement and to the direct or indirect owners of Sellers, CAC and NSA to authorize Sellers, CAC and NSA to enter into and perform this Agreement, effective as of the Closing, subject to the terms of this Section 4.4(a) , (i) GAH, GAH II, SAB, Gramercy, St. Ann and NAAC, on behalf of themselves, their respective Affiliates, their respective Representatives, and their respective successors and assigns (collectively, the “ Purchaser Releasors ”), hereby unconditionally and irrevocably acquit, discharge and forever release each of CLI, CBI, CAC, NSA, their respective current, former and future Affiliates, their respective current, former and future Representatives and shareholders, and their respective successors, heirs and assigns (collectively, the “ Seller Releasees ”) from any and all claims, Losses, Liabilities or responsibilities to the extent relating or to the extent arising from any relationships, acts, omissions, malfeasance, breach of duty, cause or causes of action, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description, or character, and irrespective of how, why, or by reason of what facts, whether heretofore, now existing, or hereafter discovered, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, whether at law, equity, or in administrative proceedings, which the Purchaser Releasors, or any one or more of them, ever had, now have, or which may result from the existing, past or future state of things, in each case relating to or arising from the business, assets, properties, liabilities, rights, obligations, operations, activities, affairs or management of Gramercy

and St. Ann or the ownership of the Securities or the Shares or, except as set forth below, pursuant to any of the Gramercy LLC Agreement, the Shareholders Agreement, the Stakeholder Agreement or the Alumina Purchase Agreement, including the portion of the Gramercy Payable not required to be paid pursuant to Section 1.2 (collectively, the “ Purchaser Released Matters ”) and (ii) GAH and GAH II shall cause Gramercy to assume, and Gramercy hereby assumes, all obligations relating to the Purchaser Released Matters relating to or arising from the business, assets, properties, liabilities, rights, obligations, operations, activities, affairs or management of Gramercy or the ownership of the Membership Interests or, except as set forth below, pursuant to any of the Gramercy LLC Agreement, the Stakeholder Agreement (to the extent relating to or arising from the business, assets, properties, liabilities, rights, obligations, operations, activities, affairs or management of Gramercy) or the Alumina Purchase Agreement, including the portion of the Gramercy Payable not required to be paid pursuant to Sections 1.2 , (iii) GAH hereby assumes all other obligations relating to the Purchaser Released Matters and (iv) GAH, GAH II, Gramercy, St. Ann, SAB and NAAC hereby agree to such assumption and novation. The foregoing release and the Purchaser Released Matters shall, in each case, exclude the rights and obligations of the parties under (i) this Agreement, (ii) the Guaranty, (iii) the New Alumina Purchase Agreement, (iv) the provisions of the Gramercy LLC Agreement expressly provided to survive the termination thereof as set forth in Section 4.6(a) , and (v) the St. Ann MOU. The Purchaser Releasors acknowledge the provisions of California Civil Code § 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Purchaser Releasors, being aware of Civil Code § 1542, hereby expressly waive any rights that they may have thereunder, as well as under any other Laws of similar effect. Notwithstanding the foregoing, this Section 4.4(a) shall be conditioned upon the Seller Releasees’ continued compliance (x) with Section 1.2 of this Agreement and (y) with their obligations under the sections of the New Alumina Purchase Agreement titled “Quantity” and “Payment” to the extent relating to 2009 volumes; provided, however, that no Seller Releasee shall be deemed to be out of compliance with Section 1.2 of this Agreement or with any of their obligations under the sections of the New Alumina Purchase Agreement titled “Quantity” and “Payment” to the extent relating to 2009 volumes if any Seller Releasee is disputing or contesting such obligation (other than Seller’s obligation pursuant to Section 1.2(a) and 1.2(c) ) in good faith (even if such Seller Releasee ultimately is unsuccessful in such dispute or contest), provided that such Seller Releasee subsequently complies with such obligation reasonably promptly following the resolution of such dispute or contest to the extent such Seller Releasee is found to be, or agrees that it is, so obligated.