LOCK-UP AGREEMENT LOCK-UP LETTER
EXHIBIT
3
LOCK-UP
AGREEMENT
LOCK-UP
LETTER
January
[__], 2009
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Credit
Suisse Securities (USA) LLC
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Eleven
Madison Avenue
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New
York, New York 10010
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Xxxxxx
Xxxxxxx & Co. Incorporated
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0000
Xxxxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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As
representatives of the several Underwriters referred to
below
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Dear Sirs
and Mesdames:
The
undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Xxxxxx
Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) propose to
enter into an Underwriting Agreement (the “Underwriting Agreement”) with
Century Aluminum Company, a Delaware corporation (the “Company”), providing for the
public offering (the “Public
Offering”) by the several underwriters, including Credit Suisse and
Xxxxxx Xxxxxxx and the other underwriters for which they act as representatives
(the “Underwriters”), of
shares (the “Shares”) of
the Common Stock, $.01 par value of the Company (the “Common Stock”).
To induce
the Underwriters that may participate in the Public Offering to continue their
efforts in connection with the Public Offering, the undersigned hereby agrees
that, without the prior written consent of Credit Suisse and Xxxxxx Xxxxxxx on
behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 90 days after the date of the final prospectus relating
to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock,
or (2) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply to (a) the sale of
any Shares to the Underwriters pursuant to the Underwriting Agreement, (b)
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering, (c) the
cashless exercise of an option outstanding as of the date hereof that will
expire during the restricted period referred to in the foregoing sentence; provided that (i) such
transaction does not involve the sale or transfer of any shares of Common Stock
other than to the Company and (ii) the shares received upon such exercise shall
be subject to the terms of the Lock-Up Agreement, (d) sales or other
dispositions of shares of Common Stock to the Company to discharge tax
withholding obligations resulting from the vesting of performance shares during
the term of the Lock-Up Agreement; provided that (i) the
undersigned is listed on Schedule I hereto and (ii) the aggregate number of
shares withheld by the Company for all persons listed on Schedule I hereto shall
not exceed 150,000 shares of Common Stock,
(e) transfers of Common Stock or securities convertible into Common Stock as
part of the acquisition of the Company by a third party by way of merger,
consolidation, stock exchange or tender offer (which may include acquisition of
less than 100% of the voting stock of the Company), (f) transfers among any of
the undersigned and/or its Majority Holders and/or its or their direct and/or
indirect Subsidiaries; (g) transfers of shares of Common Stock as bona fide
gifts, and (h) transfers of shares of Common Stock to a trust where the
beneficiaries of the trust are drawn solely from a group consisting of the
undersigned and immediate family members of the undersigned; provided that in the case of
any transfer pursuant to clause (f), (g) or (h), (A) each transferee or trustee
agrees to enter into a lock-up letter substantially in the form of this Lock-Up
Agreement and (B) the undersigned shall not be required to, and shall not
voluntarily, file a report on Form 4 under Section 16(a) of the Securities
Exchange Act of 1934 reporting a reduction in beneficial ownership of shares of
Common Stock during the restricted period referred to in the foregoing
sentence. “Immediate family member” of a person means the spouse,
lineal descendants, father, mother, brother, sister, father-in-law,
mother-in-law, brother-in-law and sister-in-law of such person. In
addition, the undersigned agrees that, without the prior written consent of
Credit Suisse and Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 90 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock. The undersigned
also agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the undersigned’s
shares of Common Stock except in compliance with the foregoing
restrictions. As used in this letter, “Majority Holder” and
“Subsidiary” are used as defined in the Certificate of Designation, Preferences
and Rights Of Series A Convertible Preferred Stock of Century Aluminum Company
filed with the Secretary of State of the State of Delaware on July 7,
2008.
Notwithstanding
any provisions set forth in this Lock-Up Agreement to the contrary, this Lock-Up
Agreement shall terminate on February 10, 2009 if the Company and the
Underwriters shall not have executed the Underwriting Agreement by such
date.
The
undersigned understands that the Company and the Underwriters are relying upon
this Lock-Up Agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this Lock-Up
Agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.
Whether
or not the Public Offering actually occurs depends on a number of factors,
including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters. If for any
reason the Underwriting Agreement shall be terminated prior to the Closing Date
(as defined in the Underwriting Agreement), the agreement set forth above shall
likewise be terminated.
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Glencore
Investment Pty Ltd
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(Name):
x/x
Xxxxxxxx XX
Xxxxxxxxxxxxxxxxx
0
XX-0000
Xxxx, Xxxxxxxxxxx
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(Address)
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Schedule
I
Xxxxx X.
Xxxxxx
Xxxxxxx
X. Bless
Xxxxx X.
Xxxx
Xxxxxx X.
Xxxxxxx
Xxxxx
Xxxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
X. Xxxx
Xxxxxxx
X. Xxxxxxxxxxxx
Xxxxx X.
Xxxx
Xxxx
Xxxxxxxx
Xxxxxx X.
Xxxxxxx
Xxxx X.
Xxxxxxxx
Xxxxx X.
Xxxxx
Xxxxxxxxx
X. Xxxxxxx
Xxxx X.
X’Xxxxx
Xxxxx X.
Xxxxxxxxxx
Xxxx X.
Xxxxxxxx
