-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvpMPivsFneHJfOfuS3j41el+wkuJ1Chq2A+URLkhVdVppBX24+G4r0I4tF0Zzoy TFW6hg1evD66/qHtL97sjA== 0000950123-04-015337.txt : 20041229 0000950123-04-015337.hdr.sgml : 20041229 20041229141015 ACCESSION NUMBER: 0000950123-04-015337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY ALUMINUM CO CENTRAL INDEX KEY: 0000949157 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 133070826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27918 FILM NUMBER: 041230600 BUSINESS ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 3042736000 MAIL ADDRESS: STREET 1: 2511 GARDEN ROAD STREET 2: BUILDING A SUITE 200 CITY: MONTEREY STATE: CA ZIP: 93940 8-K 1 y69367ae8vk.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2004 ------------------------- CENTURY ALUMINUM COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-27918 13-3070826 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation)
2511 GARDEN ROAD BUILDING A, SUITE 200 MONTEREY, CALIFORNIA 93940 (Address of principal executive offices) (Zip Code)
(831) 642-9300 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 28, 2004, Century Aluminum Company ("Century") and its subsidiary borrowers and guarantors under the Revolving Credit Agreement, dated as of April 2, 2001 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the "Revolving Credit Facility"), entered into a Consent and Fourth Amendment to Revolving Credit Agreement effective as of October 29, 2004 (the "Fourth Amendment") with Fleet Capital Corporation, as agent and lender, and a syndicate of other lenders party to the Revolving Credit Facility. The Fourth Amendment amends the Revolving Credit Facility to permit Century to make additional loans and/or equity contributions to its subsidiary, Nordural ehf. ("Nordural"), in an amount of up to $75 million (in addition to previously permitted investments) to finance a portion of the costs associated with the ongoing expansion of the Nordural facility and to provide working capital to Nordural. Century is required to have borrowing availability of at least $50 million under the Revolving Credit Facility at the time of making any loan or contribution of all or any part of the $75 million to Nordural. Credit Suisse First Boston, which is a lender party to the Fourth Amendment, Fleet Capital Corporation and/or their affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking and investment banking services for us in the ordinary course of business, for which they received or will receive customary fees. An affiliate of Credit Suisse First Boston acted (i) as an underwriter in connection with Century's April 2004 public equity offering of its common stock and (ii) as dealer manager and solicitation agent in connection with Century's tender offer and consent solicitation for its 11.75% senior secured first mortgage notes due 2008. Affiliates of Credit Suisse First Boston and Fleet Capital Corporation were initial purchasers in connection with Century's (i) private offering of $175.0 million aggregate principal amount of its 1.75% Convertible Senior Notes due August 1, 2024 and (ii) private offering of $250.0 million aggregate principal amount of its 7.5% Senior Notes due August 15, 2014. Credit Suisse First Boston and Fleet Capital Corporation and/or their affiliates may also participate in a planned new term loan facility to be entered into by Nordural. The description of the Fourth Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1. 2 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS The following exhibits are filed with this report:
Exhibit Number Description - -------------- ----------- 10.1 Consent and Fourth Amendment to Revolving Credit Agreement, dated as of October 29, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd., and NSA Ltd., as Borrowers, the Lenders, Fleet Capital Corporation, as agent for the Lenders, and Skyliner, Inc., Virgin Islands Alumina Corporation LLC, and Hancock Aluminum LLC, as Guarantors.
**** This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of the U.S. federal securities laws. Century has based its forward-looking statements on current expectations and projections about the future; however, these statements are subject to risks, uncertainties and assumptions, any of which could cause Century's actual results to differ materially from those expressed in its forward-looking statements. More information about these risks, uncertainties and assumptions can be found in the risk factors and forward-looking statements cautionary language contained in Century's filings with the U.S. Securities and Exchange Commission. Century does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CENTURY ALUMINUM COMPANY Date: December 29, 2004 By: /s/ David W. Beckley ---------------------------------- Name: David W. Beckley Title: Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 10.1 Consent and Fourth Amendment to Revolving Credit Agreement, dated as of October 29, 2004, by and among Century Aluminum Company, Berkeley Aluminum, Inc., Century Aluminum of West Virginia, Inc., Century Kentucky, Inc., Metalsco, Ltd., and NSA Ltd., as Borrowers, the Lenders, Fleet Capital Corporation, as agent for the Lenders, and Skyliner, Inc., Virgin Islands Alumina Corporation LLC, and Hancock Aluminum LLC, as Guarantors.
5 EX-10.1 2 y69367aexv10w1.txt CONSENT AND FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT 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: 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- 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- 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- 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 NSA, LTD., BY METALSCO, LTD., ITS GENERAL PARTNER By: /s/ Daniel J. Krofcheck ------------------------------------------ Name: Daniel J. Krofcheck Title: VP and Treasurer FLEET CAPITAL CORPORATION, individually and as Agent By: /s/ Robert J. Lund ------------------------------------------ Name: Robert J. Lund Title: Senior Vice President THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Juan R. Ramirez ------------------------------------------ Name: Juan R. Ramirez Title: Assistant Vice President CONGRESS FINANCIAL CORPORATION By: /s/ Gerard C. Wordell ------------------------------------------ Name: Gerard C. Wordell Title: Vice President LASALLE BUSINESS CREDIT, LLC By: /s/ Bent Hammeleff ------------------------------------------ Name: Bent Hammeleff Title: Vice President GE BUSINESS CAPITAL CORPORATION (FORMERLY KNOWN AS, TRANSAMERICA BUSINESS CAPITAL CORPORATION) By: /s/ Matthew N. McAlpine ------------------------------------------ Name: Matthew N. McAlpine Title: Duly Authorized Signatory 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----