7,250,000 Shares CENTURY ALUMINUM COMPANY COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT
June 7, 2007
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As representatives of the Underwriters
listed in Schedule I hereto
listed in Schedule I hereto
Dear Sirs and Mesdames:
Century Aluminum Company, a Delaware corporation (the “Company”), proposes to issue and sell
to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting
as representatives (the “Representatives”), an aggregate of 7,250,000 shares of the Common Stock,
$.01 par value, of the Company (the “Firm Shares”).
The Company also proposes to issue and sell to the several Underwriters not more than an
additional 1,087,500 shares of its Common Stock, $.01 par value (the “Additional Shares”) if and to
the extent that you, as Representatives, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in
Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred
to as the “Shares.” The shares of Common Stock, $.01 par value, of the Company (including the
Shares) are hereinafter referred to as the “Common Stock”. Shares issued and sold to residents of
Iceland will be issued in the form of Global Depositary Receipts (“GDRs”).
The Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (File No. 333-143315), including a prospectus, relating to the
Company’s Common Stock (including the Shares) (the “Shelf Securities”), to be offered from time to
time by the Company. The registration statement as amended to the date of this Agreement, including
the information (if any) deemed to be part of the registration statement at the time of
effectiveness pursuant to Rule 430 B under the Securities Act of 1933, as amended (the “Securities
Act”), is hereinafter referred to as the “Registration Statement”, and the related prospectus
covering the Shelf Securities dated May 29, 2007 in the form first used to confirm sales of the
Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to
Rule 173 under the Securities Act) is hereinafter referred
to as the “Basic Prospectus.” The Basic
Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the
form first used to confirm sales of the Shares (or in the form first made available to the
Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the
Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary
prospectus” means any preliminary form of the Prospectus. For purposes of this Agreement, “free
writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “issuer free
writing prospectus” has the meaning set forth in Rule 433(h) under the Securities Act, “Time of
Sale Prospectus” means the preliminary prospectus together with the pricing information set forth
in Schedule III hereto and the free writing prospectuses, if any, each identified in Schedule III
hereto, and “electronic road show” means a “bona fide electronic road show” as defined in Rule
433(h)(5) under the Securities Act. As used herein, the terms “Registration Statement,” “Basic
Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the
documents, if any, incorporated by reference therein. The terms “supplement,” “amendment,” and
"amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time
of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all
documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference
therein.
In connection with the offer and sale of GDRs representing Shares offered in Iceland, the
Company has entered into a depositary agreement with Arion Custody Services hf. as depositary,
dated as of June 4, 2007 (the “Depositary Agreement”) and will prepare a prospectus wrap to be
submitted to the Iceland Stock Exchange (the “ICEX”) and to be dated on or about June 13, 2007 (the
"ICEX Prospectus Wrap”). The Company has submitted to ICEX an application for the admission to
listing of the GDRs on the First North Iceland stock market (“First North Iceland”) and listing of
the GDRs in accordance with such application will occur following registration of the GDRs with the
Icelandic Securities Depository in Iceland.
Any Shares represented by GDRs will be offered and sold only in Iceland and solely by
Kaupthing Bank hf. (“Kaupthing”) and Landsbanki Islands hf. (“Landsbanki” and together with
Kaupthing, the “Icelandic Co-Managers”).
1. Representations and Warranties of the Company. The Company represents and warrants to and
agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or threatened by the
Commission. The Company is a well-known seasoned issuer (as defined in Rule 405 under the
Securities Act) eligible to use the Registration Statement as an automatic shelf
registration statement. The
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Company has not received from the Commission any notice
pursuant to Rule 401(g)(2) under the Securities Act objecting to the use of the
Registration Statement as an automatic shelf registration statement.
(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act on
or prior to the Closing Date (as defined below) or the Option Closing Date (as defined
below), as the case may be, and incorporated by reference in the Time of Sale Prospectus
or the Prospectus, complied or will comply when so filed in all material respects with the
Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective, did not contain,
and each such part, as amended or supplemented, if applicable, will not contain, any
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) the Registration
Statement, as amended or supplemented, if applicable, as of the date of its effectiveness
complied, and as of the Closing Date will comply, in all material respects with the
Securities Act and the applicable rules and regulations of the Commission thereunder, (iv)
the Prospectus, as amended or supplemented, if applicable, when filed complied in all
material respects with the Securities Act and the applicable rules and regulations of the
Commission thereunder, (v) the Registration Statement as of the date hereof does not
contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (vi) the
Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection
with the offering when the Prospectus is not yet available to prospective purchasers and
at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then
amended or supplemented by the Company, if applicable, will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, (vii) each issuer free writing prospectus, including each electronic road
show, if any, when considered together with the Time of Sale Prospectus, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading and (viii) the Prospectus does not contain and, as amended or supplemented, if
applicable, will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances
under which they were
made, not misleading; provided, however, that the representations and warranties set
forth in this paragraph do not apply to statements in or omissions from the Registration
Statement, the Time of Sale Prospectus, the Prospectus or any issuer free writing
prospectus based upon information relating to any Underwriter furnished to the Company in
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writing by such Underwriter through the Representatives expressly for use therein.
(c) (i) The application for the admission to listing of the GDRs on First North
Iceland has been filed with ICEX in accordance with the First North Nordic—Rulebook, (ii)
the ICEX Prospectus Wrap has been drafted in accordance with the relevant provisions of
Directive 2003/71/EC of the European Parliament and the Council dated November 4, 2003
(the “Prospectus Directive”) and Regulation 809/2004 dated April 29, 2004, implementing
the Prospectus Directive, which has been incorporated in the EEA Agreement and implemented
by Icelandic law, and (iii) the ICEX Prospectus Wrap together with the Prospectus does not
contain and at the time of each sale of the GDRs in connection with the offering, as then
amended or supplemented, if applicable, and at the Closing Date will not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
(d) The Company is not an “ineligible issuer” in connection with the offering
pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus
that the Company is required to file pursuant to Rule 433(d) under the Securities Act has
been, or will be, filed with the Commission in accordance with the requirements of the
Securities Act and the applicable rules and regulations of the Commission thereunder.
Each free writing prospectus that the Company has filed, or is required to file, pursuant
to Rule 433(d) under the Securities Act, or that was prepared by or on behalf of or used
or referred to by the Company, complies or will comply in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Except for the free writing prospectuses, if any, identified in
Schedule III hereto forming part of the Time of Sale Prospectus, and electronic road
shows, if any, each furnished to you before first use, the Company has not prepared, used
or referred to, and will not, without your prior consent, prepare, use or refer to, any
free writing prospectus.
(e) The Company has been duly incorporated, is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation, has the corporate
power and authority to
own its property and to conduct its business as described in the Time of Sale
Prospectus and the Prospectus and is duly qualified to transact business as a foreign
corporation and is in good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as a whole.
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(f) Each subsidiary of the Company has been duly organized, is validly existing as a
corporation or a limited liability company in good standing under the laws of the
jurisdiction of its organization, has the corporate or limited liability company power and
authority to own its property and to conduct its business as described in the Time of Sale
Prospectus and the Prospectus and is duly qualified to transact business as a foreign
corporation or a limited liability company and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and its subsidiaries,
taken as a whole; all of the issued shares of capital stock or other equity interests of
each subsidiary of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable, or in the case of any subsidiary that is not a corporation, all
necessary actions under the limited liability company act or the limited partnership act
under which the subsidiary was organized and the subsidiary’s constituent documents have
been taken for the purchase of such subsidiary’s equity interests and, other than in the
case of Gramercy Alumina LLC and St. Xxx Bauxite Limited (in each of which the Company
owns a 50% interest), are owned by the Company either directly or through wholly-owned
subsidiaries, free and clear of all liens, encumbrances, equities or claims except for (A)
encumbrances on the Company’s ability to dispose of the stock of Berkeley Aluminum, Inc.
pursuant to the Amended and Restated Owners’ Agreement dated as of January 26, 1996, as
amended heretofore, governing the use and ownership of the Mt. Xxxxx facility and (B)
shares of common stock of Nordural pledged (the “Nordural Pledged Shares”) pursuant to the
Securities Pledge Agreement dated as of February 10, 2005 among Nordural ehf., Nordural
Holdings I ehf., Nordural Holdings II ehf., and Kaupthing, as agent and trustee, as
security for the payment or discharge of the loan under the Company’s $365,000,000 Loan
Agreement dated as of February 10, 2005 among Nordural ehf., the several banks and other
financial institutions or entities from time to time parties thereto, Landsbanki, as
administrative agent, and Kaupthing, as security trustee.
(g) Each of this Agreement and the Depositary Agreement has been duly authorized,
executed and delivered by the Company.
(h) The authorized capital stock of the Company conforms as to legal matters to the
description thereof contained in each of the Time of Sale Prospectus and the Prospectus.
(i) The shares of Common Stock outstanding prior to the issuance of the Shares have
been duly authorized and are validly issued, fully paid and non-assessable.
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(j) The Shares have been duly authorized and, when issued and delivered in accordance
with the terms of this Agreement, will be validly issued, fully paid and non-assessable,
and the issuance of such Shares will not be subject to any preemptive or similar rights.
The GDRs have been duly authorized and, when issued and delivered in accordance with the
terms of the Depositary Agreement, will be validly issued, fully paid and non-assessable,
and the issuance of such GDRs will not be subject to any preemptive or similar rights.
(k) The execution and delivery by the Company of, and the performance by the Company
of its obligations under, this Agreement will not contravene any provision of applicable
law or the certificate of incorporation or by-laws or other constituent documents of the
Company or any of its subsidiaries or any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the Company and its subsidiaries,
taken as a whole, or any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company or any subsidiary, and no consent, approval,
authorization, filing or order of, or qualification with, any governmental body or agency
is required to be obtained by the Company or its subsidiaries for the performance by the
Company of its obligations under this Agreement and the Depositary Agreement except such
as have been obtained or such as may be required for the listing of the shares on the
NASDAQ Global Market and First North Iceland or by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Shares.
(l) There has not occurred any material adverse change, or any development involving
a prospective material adverse change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken as a whole,
from that set forth in the Time of Sale Prospectus and the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement).
(m) There are no legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is a party or to which any of the properties of the
Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or the
Prospectus and are not so described or any statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement that are not described
or filed as required.
(n) Each preliminary prospectus filed as part of the Registration Statement or as
part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act,
complied when so filed in
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all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder.
(o) The Company is not, and after giving effect to the offering and sale of the
Shares and the application of the proceeds thereof as described in the Time of Sale
Prospectus and the Prospectus will not be, required to register as an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended.
(p) Other than as disclosed in the Time of Sale Prospectus and the Prospectus, the
Company and its subsidiaries (i) are in compliance with any and all applicable foreign,
federal, state and local laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with the terms
and conditions of such permits, licenses or approvals would not, singly or in the
aggregate, be reasonably likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(q) Other than as disclosed in the Time of Sale Prospectus and the Prospectus, the
Company and its subsidiaries do not have any costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities and any
potential liabilities to third parties) which would, singly or in the aggregate, be
reasonably likely to have a material adverse effect on the Company and its subsidiaries,
taken as a whole.
(r) There are no contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares registered pursuant to the
Registration Statement.
(s) The Company has duly notified the NASDAQ Global Select Market to list the Shares
for quotation on the NASDAQ Global Select Market.
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(t) Neither the Company nor any of its subsidiaries (i) is in violation of its
respective charter or by-laws or similar organizational documents or (ii) is in default in
the performance or observance of any obligation, agreement, covenant or condition
contained in any bond, debenture, note or other evidence of indebtedness, or in any lease,
contract, indenture, deed of trust, loan agreement, joint venture or other agreement or
instrument to which the Company or any of its subsidiaries is a party, or by which it or
any of its subsidiaries or their respective properties may be bound, except where such
defaults would not, singly or in the aggregate, be reasonably likely to have a material
adverse effect on the Company and its subsidiaries, taken as a whole; and neither the
Company nor any of its subsidiaries is in violation of any law (other than Environmental
Laws), order, rule, regulation, writ, injunction, judgment or decree of any court,
government or governmental agency or body, domestic or foreign, having jurisdiction over
the Company or any of its subsidiaries or over their respective properties except where
such violations would not, singly or in the aggregate, be reasonably likely to have a
material adverse effect on the Company and its subsidiaries, taken as a whole.
(u) Subsequent to the date as of which information is given in the Time of Sale
Prospectus and the Prospectus (exclusive of any amendment or supplement thereto subsequent
to the date of this Agreement), (i) the Company and its subsidiaries have not incurred any
liability or obligation, direct or contingent, nor entered into any transaction not in the
ordinary course of business, which, in either case, individually or in the aggregate, is
material with respect to the Company and its subsidiaries, taken as a whole; (ii) the
Company has not purchased any of its outstanding capital stock (other than through
withholding shares upon the vesting of performance shares), nor declared, paid or
otherwise made any dividend or distribution of any kind on its capital stock other than
ordinary and customary dividends; and (iii) there has not been any material change in the
capital stock, short-term debt or long-term debt of
the Company and its subsidiaries, except in each case as described in the Time of
Sale Prospectus and Prospectus.
(v) The Company and its subsidiaries own or possess, or can acquire on reasonable
terms, all material patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks and trade
names currently employed by them in connection with the business now operated by them, and
neither the Company nor any of its subsidiaries has received any notice of infringement of
or conflict with asserted rights of others with respect to any of the foregoing which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would be reasonably
8
likely to have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(w) No labor dispute with the employees of the Company or any of its subsidiaries
exists, or, to the knowledge of the Company, is imminent, and the Company is not aware of
any existing, threatened or imminent labor disturbances by the employees of any of its
principal suppliers, manufacturers or contractors, that, in each such case, would, singly
or in the aggregate, be reasonably likely to have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(x) The Company and each of its subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as the Company
believes are prudent and customary in the businesses in which they are engaged; neither
the Company nor any of its subsidiaries has been refused any material insurance coverage
sought or applied for; and neither the Company nor any of its subsidiaries has any reason
to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole, except as described in the Time of
Sale Prospectus and the Prospectus.
(y) Except as described in the Time of Sale Prospectus and the Prospectus, the
Company and its subsidiaries possess all certificates, authorizations and permits (other
than permits, licenses or other approvals required under applicable Environmental Laws)
issued by the appropriate federal, state or foreign regulatory authorities necessary to
conduct their respective businesses, and have made all declarations and filings with, all
federal, state, local and other governmental authorities (including foreign regulatory
agencies), all self-regulatory organizations and all courts and
other tribunals, domestic or foreign, necessary to own or lease, as the case may be,
and to operate their properties and to carry on their business as conducted as of the date
hereof, except such as would not, singly or in the aggregate, be reasonably likely to
result in a material adverse effect on the Company and its subsidiaries, taken as a whole;
and neither the Company nor any of its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would be reasonably likely to have a material adverse effect on the
Company and its subsidiaries, taken as a whole, except as described in the Time of Sale
Prospectus and the Prospectus.
(z) Except as disclosed in the Time of Sale Prospectus and the Prospectus, there are
no contracts, agreements or understandings between the Company and any person that would
give rise to a valid claim against
9
the Company or any Underwriter for a brokerage
commission, finder’s fee or other like payment in connection with this offering.
(aa) The Company and each of its subsidiaries maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
(bb) The financial statements of the Company included or incorporated by reference in
the Time of Sale Prospectus and the Prospectus present fairly in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries as of the
dates shown and their results of operations and cash flows for the periods shown, and such
financial statements have been prepared in conformity with generally accepted accounting
principles in the United States applied on a consistent basis.
(cc) As of the date hereof, there are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities or commitments of sale granted or issued by the
Company or any of its subsidiaries relating to or entitling any person to purchase or
otherwise to acquire any shares of the capital stock of the Company or any of its
subsidiaries, except as otherwise disclosed in the Registration Statement, the Time of
Sale Prospectus and the Prospectus.
(dd) Deloitte & Touche LLP, who have certified certain financial statements of the
Company and its consolidated subsidiaries, are independent public accountants as required
by the Securities Act and the rules and regulations of the Commission thereunder.
(ee) The Company is not engaged in discussions regarding any possible acquisitions or
dispositions that are required to be described in the Registration Statement, the Time of
Sale Prospectus or the Prospectus and are not so described.
(ff) Schedule II hereto is a true and complete list of all of the Company’s
significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) as of the date of
this Agreement (the “Significant Subsidiaries”).
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(gg) The agreements and other documents filed as exhibits to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2006 or filed as an exhibit to any
subsequent filing under the Exchange Act constitute all of the outstanding material
contracts of the Company and its subsidiaries taken as a whole required to be filed as
exhibits under Item 601 of Regulation S-K.
2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several
Underwriters, and each Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from the Company at $49.9275 a share (the “Purchase Price”) the respective numbers of Firm
Shares set forth in Schedule I hereto opposite its name.
On the basis of the representations and warranties contained in this Agreement, and subject to
its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and
the Underwriters shall have the right to purchase, severally and not jointly, up to 1,087,500
Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters
in whole or from time to time in part by giving written notice not later than 30 days after the
date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be
purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase
date must be at least one business day after the written notice is given and may not be earlier
than the closing date for the Firm Shares nor later than ten business days after the date of such
notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose
of covering over-allotments made in connection with the offering of the Firm Shares. On each day,
if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter
agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total
number of Additional Shares to be purchased on such Option Closing Date as the number of Firm
Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total
number of Firm Shares.
The Company hereby agrees that it will not, without the prior written consent of Credit Suisse
Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters, during
the period ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise.
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The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be
sold hereunder, (B) the grant or award of stock options, performance shares or other stock-based
compensation under the Company’s Amended and Restated 1996 Stock Incentive Plan as in effect on the
date hereof, or (C) the issuance by the Company of shares of Common Stock upon the exercise of an
option or warrant or the conversion of a security or upon the vesting of performance shares or
restricted stock outstanding on the date hereof and disclosed in the Time of Sale Prospectus and
the Prospectus.
3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to
make a public offering of their respective portions of the Shares as soon after the Registration
Statement and this Agreement have become effective as in your judgment is advisable. The Company
is further advised by you that the Shares are to be offered to the public initially at $52.50 a
share (the “Public Offering Price”) and to certain dealers selected by you at a price that
represents a concession not in excess of $1.5435 a share under the Public Offering Price.
4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal
or other funds immediately available in New York City against delivery of such Firm Shares for the
respective accounts of the several Underwriters at 10:00 a.m., New York City time, on June 13,
2007, or at such other time on the same or such other date, not later than June 20, 2007, as shall
be designated in writing by you. The time and date of such payment are hereinafter referred to as
the “Closing Date.”
Payment for any Additional Shares shall be made to the Company in Federal or other funds
immediately available in New York City against delivery of such Additional Shares for the
respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date
specified in the corresponding notice described in Section 2 or at such other time on the same or
on such other date, in any event not later than July 20, 2007, as shall be designated in writing by
you.
The Firm Shares and the Additional Shares shall be registered in such names and in such
denominations as you shall request in writing not later than one full business day prior to the
Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and the
Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the
case may be, for the respective accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Shares to the Underwriters duly paid, against
payment of the Purchase Price therefor.
5. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters
are subject to the following conditions:
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(a) Subsequent to the execution and delivery of this Agreement and prior to the
Closing Date:
(i) there shall not have occurred any downgrading, nor shall any notice
have been given of any intended or potential downgrading or of any review for a
possible change that does not indicate the direction of the possible change, in
the rating accorded any of the Company’s securities by any “nationally
recognized statistical rating organization,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any development involving
a prospective change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its subsidiaries, taken as a
whole, from that set forth in the Time of Sale Prospectus as of the date of this
Agreement that, in your judgment, is material and adverse and that makes it, in
your judgment, impracticable to market the Shares on the terms and in the manner
contemplated in the Time of Sale Prospectus.
(b) The Underwriters shall have received on the Closing Date a certificate, dated the
Closing Date and signed by an executive officer of the Company, to the effect set forth in
Section 5(a)(i) above and to the effect that the representations and warranties of the
Company contained in
this Agreement are true and correct as of the Closing Date and that the Company has
complied with all of the agreements and satisfied all of the conditions on its part to be
performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such certificate may rely upon the best of his or
her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion of Pillsbury
Xxxxxxxx Xxxx Xxxxxxx LLP, outside counsel for the Company, dated the Closing Date, to the
effect that:
(i) the Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Time of Sale Prospectus and the
Prospectus;
(ii) each of the Significant Subsidiaries, is validly existing as a
corporation, limited liability company or limited partnership in good standing
under the laws of the jurisdiction of its organization, has the corporate,
limited liability company or
13
limited partnership power and authority to own its
property and to conduct its business as described in the Time of Sale Prospectus
and the Prospectus;
(iii) the authorized capital stock of the Company conforms as to legal
matters in all material respects to the description thereof contained in each of
the Time of Sale Prospectus and the Prospectus;
(iv) all of the issued shares of capital stock of each Significant
Subsidiary of the Company that is a corporation are owned of record by the
Company either directly or through wholly-owned subsidiaries, free and clear of
any perfected security interests (other than the Nordural Pledged Shares);
(v) the Shares have been duly authorized and, when issued and delivered in
accordance with the terms of this Agreement, will be validly issued, fully paid
and non-assessable, and the issuance of such Shares will not be subject to any
preemptive or, to the knowledge of such counsel, similar rights;
(vi) this Agreement has been duly authorized, executed and delivered by the
Company;
(vii) the execution and delivery by the Company of, and the performance by
the Company of its obligations under, this Agreement will not contravene any
provision of applicable law of any jurisdiction in the U.S. or the certificate
of incorporation or by-laws or other constitutive documents of the Company or
any of its Significant Subsidiaries or, to the best of such counsel’s knowledge
after due inquiry, any agreement or other instrument binding upon the Company or
any of its subsidiaries that has been filed or incorporated by reference as an
exhibit to the Company’s Annual Report on Form 10-K for the year ended December
31, 2006, or, to such counsel’s knowledge, any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any
subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, except such
as have been obtained or such as may be required for the listing of the shares
on the NASDAQ Global Select Market or by the securities or Blue Sky laws of the
various states in connection with the offer and sale of the Shares (as to which
such counsel need express no opinion);
14
(viii) the statements relating to legal matters, proceedings or documents
included in (A) the Time of Sale Prospectus and the Prospectus under the
captions “Business – Legal Proceedings,” “Description of Stock” and
“Underwriters” and (B) the Registration Statement in Item 15, in each case
insofar as such statements constitute summaries of legal matters or proceedings
referred to therein, fairly summarize in all material respects such legal
matters or proceedings and insofar as such statements constitute summaries of
documents described therein, accurately describe the terms and provisions of
such documents;
(ix) such counsel does not know of any legal or governmental proceedings
pending or threatened to which the Company or any of its subsidiaries is a party
or to which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or the
Prospectus and are not so described or of any statutes, regulations, contracts
or other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required;
(x) the Company is not, and after giving effect to the offering and sale of
the Shares and the application of the proceeds thereof as described in the
Prospectus will not be, required to register as an “investment company” as such
term is defined in the Investment Company Act of 1940, as amended; and
(xi) (A) in the opinion of such counsel, the Registration Statement and the
Prospectus (except for the financial statements, including the notes thereto and
related schedules, and the other financial, accounting and statistical data
included therein or omitted therefrom as to which such counsel need not express
any comment) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder, and (B) such counsel has participated
in conferences with officers and other representatives of the Company at which
conferences such counsel discussed the contents of the Registration Statement,
the Time of Sale Prospectus, and the Prospectus, and no facts have come to the
attention of such counsel that cause such counsel to believe that (1) the
Registration Statement (except for the financial statements, including the notes
thereto and related schedules, and the other financial, accounting and
statistical data included therein or omitted therefrom as to which such counsel
need not express any comment), when it became effective,
15
contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (2)
the Time of Sale Prospectus (except for the financial statements, including the
notes thereto and related schedules, and other financial, accounting and
statistical data included therein or omitted therefrom as to which such counsel
need not express any comment) as of the date of this Agreement contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading or (3) the
Prospectus (except for the financial statements, including the notes thereto and
related schedules, and other financial, accounting and statistical data included
therein or omitted therefrom as to which such counsel need not express any
comment) as amended or supplemented, if applicable, as of its date and as of the
Closing Date contained or contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
(d) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx X.
Xxxxxxx, Executive Vice President, General Counsel and Secretary of the Company, dated the
Closing Date to the effect that:
(i) the Company is duly qualified to transact business as a foreign
corporation and is in good standing in each jurisdiction in the United States in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not be reasonably likely to have a
material adverse effect on the Company and its subsidiaries, taken as a whole;
(ii) each of the Significant Subsidiaries is duly qualified to transact
business as a foreign corporation, limited liability company or limited
partnership and is in good standing in each jurisdiction in the United States in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not be reasonably likely to have a
material adverse effect on the Company and its subsidiaries, taken as a whole;
16
(iii) the shares of Common Stock outstanding prior to the issuance of the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable;
(iv) all of the issued shares of capital stock or other equity interests of
each subsidiary of the Company have been duly and validly authorized and issued,
are fully paid and non-assessable, or in the case of any subsidiary that is not
a corporation, all necessary actions under the limited liability company act or
the limited partnership act under which the subsidiary was organized and the
subsidiary’s constituent documents have been taken for the purchase of such
subsidiary’s equity interests and, other than in the case of Gramercy Alumina
LLC and St. Xxx Bauxite Limited (in each of which the Company owns a 50%
interest), are owned by the Company either directly or through wholly-owned
subsidiaries, free and clear of all liens, encumbrances, equities or claims
except for (A) limitations on the Company’s ability to dispose of the stock of
Berkeley Aluminum, Inc. pursuant to the Amended and Restated Owners’ Agreement
dated as of January 26, 1996, as amended heretofore, governing
the use and ownership of the Mt. Xxxxx facility and (B) the Nordural
Pledged Shares;
(v) there are no contracts, agreements or understandings known to such
counsel between the Company and any person granting such person the right to
require the Company to file a registration statement under the Securities Act
with respect to any securities of the Company owned or to be owned by such
person or to require the Company to include such securities in the securities
registered pursuant to the Registration Statement or in any securities being
registered pursuant to any other registration statement filed by the Company
under the Securities Act;
(vi) there are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities or commitments of sale granted or issued by the
Company or any of its subsidiaries relating to or entitling any person to
purchase or otherwise to acquire any shares of the capital stock of the Company
or any of its subsidiaries, except as otherwise disclosed in the Registration
Statement;
(vii) such counsel does not know of any legal or governmental proceedings
pending or threatened to which the Company or any of its subsidiaries is a party
or to which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or
17
the
Prospectus and are not so described or of any statutes, regulations, contracts
or other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required;
(viii) other than as disclosed in the Time of Sale Prospectus or the
Prospectus, the Company and its subsidiaries (i) are in compliance with any and
all applicable federal environmental laws of the United States of America
(“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly
or in the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole;
(ix) the statements relating to legal matters, proceedings or documents
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2006 under “Item 3 – Legal Proceedings” and included in the Time of Sale
Prospectus and the Prospectus under the captions “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Recent
Developments,” “ –Key Long-Term Contracts,” “Business – Primary Aluminum
Facilities” and “ –Joint Venture Facilities,” insofar as such statements
constitute summaries of legal matters or proceedings referred to therein, fairly
summarize in all material respects such legal matters or proceedings, and
insofar as such statements constitute summaries of documents described therein,
accurately describe the terms and provisions of such documents; and
(x) (A) in the opinion of such counsel (1) each document filed pursuant to
the Exchange Act and incorporated by reference in the Registration Statement and
the Prospectus (except for the financial statements and financial schedules and
other financial, accounting and statistical data included therein or omitted
therefrom, as to which such counsel need not express any comment) appeared on
its face to be appropriately responsive as of its filing date in all material
respects to the requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder, and (2) the Registration Statement and
the Prospectus (except for the financial statements, including the notes thereto
and related schedules, and the other financial, accounting and statistical data
included therein or omitted therefrom as to which such counsel need not express
any comment) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder, and (B) such counsel has participated
in conferences with officers and other representatives of the Company at which
conferences such counsel discussed the contents of the Registration Statement,
the Time of Sale Prospectus, and the Prospectus, and no facts have come to the
attention of such counsel that cause such counsel to believe that (1) the
Registration Statement (except for the financial statements, including the
18
notes
thereto and related schedules, and the other financial, accounting and
statistical data included therein or omitted therefrom as to which such counsel
need not express any comment), when it
became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (2) the Time of Sale Prospectus
(except for the financial statements, including the notes thereto and related
schedules, and other financial, accounting and statistical data included therein
or omitted therefrom as to which such counsel need not express any comment) as
of the date of this Agreement contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or (3) the Prospectus (except for the financial
statements, including the notes thereto and related schedules, and other
financial, accounting and statistical data included therein or omitted therefrom
as to which such counsel need not express any comment) as amended or
supplemented, if applicable, as of its date and as of the Closing Date contained
or contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(e) an opinion of LOGOS Legal Services, outside Icelandic counsel for the Company,
dated the Closing Date, to the effect that:
(i) Nordural ehf, an Icelandic company (“Nordural”), has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described in the
Time of Sale Prospectus and the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in
19
which the conduct of
its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on Nordural;
(ii) the execution and delivery by the Company of, and the performance by
the Company of its obligations under, this Agreement will not contravene any
provision of applicable law in Iceland, and, to such counsel’s knowledge, no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency in Iceland is required for the performance by the
Company of its obligations under this Agreement or the listing of the GDRs on
First North Iceland except as have already been waived, obtained or satisfied;
(iii) the Depositary Agreement has been duly authorized, executed and
delivered by the Company;
(iv) the GDRs are duly listed, and admitted and authorized for trading on
First North Iceland; and
(v) (A) in the opinion of such counsel, the ICEX Prospectus Wrap (including
supplementary filings, if any) filed with the ICEX and the admission application
for listing of the GDRs on First North Iceland filed with ICEX in accordance
with the First North Nordic—Rulebook appear on their face to be appropriately
responsive in all material respects to the requirements of all applicable laws
of Iceland, all applicable rules and regulations of the ICEX, and the Prospectus
Directive and (B) such counsel has participated in conferences with officers and
other representatives of the Company at which conferences such counsel discussed
the contents of the ICEX Prospectus Wrap, and no facts have come to the
attention of such counsel that cause such counsel to believe that the ICEX
Prospectus Wrap, at the time of each sale of the GDRs in connection with the
offering, as then amended or supplemented, if applicable, and as of the Closing
Date contained or contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(f) The Underwriters shall have received on the Closing Date an opinion of Xxxxx Xxxx
& Xxxxxxxx, counsel for the Underwriters, dated the Closing Date, covering the matters
referred to in Sections 5(c)(v), 5(c)(vi), 5(c)(viii) (but only as to the statements in
each of the Time of Sale Prospectus and the Prospectus under “Underwriters”) and clauses
5(c)(xi)(A), 5(c)(xi)(B)(2) and 5(c)(xi)(B)(3) above.
20
With respect to clauses (A) and (B) of the last paragraph of Section 5(c)(xi) above,
Xxxxx Xxxx & Xxxxxxxx may state that their beliefs are based upon their participation in
the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus
and any amendments or supplements thereto (other than the documents incorporated by
reference) and upon review and discussion of the contents thereof (including documents
incorporated by reference), but are without independent check or verification, except as
specified.
The opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, Xxxxxx X. Xxxxxxx and LOGOS
Legal Services described in Sections 5(c), 5(d) and 5(e) above shall be rendered to the Underwriters at the request of the Company and
shall so state therein.
(g) The Underwriters shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and
substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public
accountants for the Company, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in or incorporated by reference in
the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that
the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the
date hereof.
(h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto,
between you and certain shareholders, officers and directors of the Company relating to
sales and certain other dispositions of shares of Common Stock or certain other
securities, delivered to you on or before the date hereof, shall be in full force and
effect on the Closing Date.
(i) The Company shall have had its application for admission to trading on First
North Iceland (the “Listing Agreement”) governing the terms for the listing of the GDRs on
First North Iceland accepted by ICEX.
The several obligations of the Underwriters to purchase Additional Shares hereunder are
subject to the delivery to you on the applicable Option Closing Date of such documents as you may
reasonably request with respect to the good standing of the Company, the due authorization and
issuance of the Additional Shares to be sold on such Option Closing Date and other matters related
to the issuance of such Additional Shares.
6. Covenants of the Company. In further consideration of the agreements of the Underwriters
herein contained, the Company covenants with each Underwriter as follows:
21
(a) (i) To furnish to you, without charge, three signed copies of the Registration
Statement (including exhibits thereto and documents incorporated by reference) and, to
furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on
the business day next succeeding the date of this Agreement and during the period
mentioned in paragraphs (e) or (f) below, copies of the Time of Sale Prospectus, the
Prospectus, any documents incorporated by reference therein and any supplements and
amendments thereto or to the
Registration Statement, in each case in such quantities as you may reasonably request
and (ii) to furnish to each of the Underwriters, without charge, during the period
mentioned in paragraphs (g) or (h) below, copies of the ICEX Prospectus Wrap and any
supplements and amendments thereto, in each case as soon as available and in such
quantities as you may reasonably request.
(b) Before amending or supplementing the Registration Statement, the Time of Sale
Prospectus, the Prospectus or the ICEX Prospectus Wrap, to furnish to you a copy of each
such proposed amendment or supplement and not to file any such proposed amendment or
supplement to which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any prospectus
required to be filed pursuant to such Rule.
(c) To furnish to you a copy of each proposed free writing prospectus to be prepared
by or on behalf of, used by, or referred to by the Company and not to use or refer to any
proposed free writing prospectus to which you reasonably object.
(d) Not to take any action that would result in an Underwriter or the Company being
required to file with the Commission pursuant to Rule 433(d) under the Securities Act a
free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter
otherwise would not have been required to file thereunder.
(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares
at a time when the Prospectus is not yet available to prospective purchasers and any event
shall occur or condition exist as a result of which it is necessary to amend or supplement
the Time of Sale Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if any event shall occur or
condition exist as a result of which the Time of Sale Prospectus conflicts with the
information contained in the Registration Statement then on file, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale
Prospectus to comply with applicable law, forthwith to prepare, file with the Commission
and furnish, at its own expense, to the Underwriters and
22
to any dealer upon request,
either amendments or supplements to the Time of Sale Prospectus so that the statements in
the Time of Sale Prospectus as so amended or supplemented will not, in the light of the
circumstances under which they were made when delivered to a prospective purchaser, be
misleading, or so that the Time of Sale Prospectus, as amended or supplemented, will no
longer conflict with the Registration Statement, or
so that the Time of Sale Prospectus, as amended or supplemented, will comply with
applicable law.
(f) If, during such period after the first date of the public offering of the Shares
as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the
notice referred to in Rule 173(a) of the Securities Act) is required by law to be
delivered in connection with sales by an Underwriter or dealer, any event shall occur or
condition exist as a result of which it is necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances under which
they were made when the Prospectus (or in lieu thereof the notice referred to in Rule
173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement the
Prospectus to comply with applicable law, forthwith to prepare, file with the Commission
and furnish, at its own expense, to the Underwriters and to the dealers (whose names and
addresses you will furnish to the Company) to which Shares may have been sold by you on
behalf of the Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances under which they were made, when
the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities
Act) is delivered to a purchaser, be misleading, or so that the Prospectus, as amended or
supplemented, will comply with applicable law.
(g) To use its reasonable efforts to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably request.
(h) To make generally available to the Company’s security holders and to you as soon
as practicable an earning statement covering the twelve-month period ending June 30, 2008
that satisfies the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder.
(i) To ensure that on the Closing Date (i) subject to notice of issuance, the Shares
shall have been duly admitted for quotation on the NASDAQ Global Select Market and (ii)
the GDRs shall have been duly admitted for listing on First North Iceland.
23
(j) To comply with all applicable filing and notice requirements in connection with
the listing of the GDRs on First North Iceland or as otherwise agreed between the Company
and ICEX by letter dated May 27, 2007 or in the Listing Agreement.
7. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or
this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement and the Depositary Agreement, including:
(i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in
connection with the registration and delivery of the Shares under the Securities Act and all other
fees or expenses in connection with the preparation and filing of the Registration Statement, any
preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any issuer free writing
prospectus, the ICEX Prospectus Wrap and amendments and supplements to any of the foregoing,
including the filing fees payable to the Commission relating to the Shares (within the time
required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities
hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the
Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost
of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer
and sale of the Shares under state securities laws and all expenses in connection with the
qualification of the Shares for offer and sale under state securities laws as provided in Section
6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the Blue Sky or Legal
Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to
the Underwriters incurred in connection with the review and qualification of the offering of the
Shares by the National Association of Securities Dealers, Inc., (v) all costs and expenses incident
to listing the Shares on the NASDAQ Global Select Market and to listing the GDRs on First North
Iceland, (vi) the cost of printing certificates representing the Shares, (vii) the costs and
charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the
Company relating to investor presentations on any “road show” undertaken in connection with the
marketing of the offering of the Shares, including, without limitation, expenses associated with
the production of road show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the Company, travel and
lodging expenses of the representatives and officers of the Company and any such consultants, and
the cost of any aircraft chartered in connection with the road show, (ix) the document production
charges and expenses associated with printing this Agreement and (x) all other costs and expenses
incident to the performance of the obligations of the Company hereunder for which provision is not
otherwise made in this Section. It is understood, however, that except as provided in this
Section, Section 9 entitled “Indemnity and Contribution”, and the last paragraph of Section 11
below, the
24
Underwriters will pay all of their costs and expenses, including fees and disbursements
of their counsel, stock transfer taxes payable on resale of any of the
Shares by them and any advertising expenses connected with any offers they may make.
8. Covenants of the Underwriters. (a) Each Underwriter severally covenants with the Company
not to take any action that would result in the Company being required to file with the Commission
pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf
of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but
for the action of the Underwriter.
(b) Each Icelandic Co-Manager severally represents and warrants and covenants that it has
complied, and will comply, with the applicable laws of Iceland with respect to offers and sales of
GDRs in Iceland and has offered for sale, and will offer and sell, GDRs only to “institutional
investors” in Iceland as defined under Article 2 of the Act on Securities Transactions no. 33/2003
that are not U.S. persons.
9. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each
Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter
within the meaning of Rule 405 under the Securities Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale
Prospectus, any issuer free writing prospectus, any Company information that the Company has filed,
or is required to file, pursuant to Rule 433(d) under the Securities Act, the Prospectus or any
amendment or supplement thereto or the ICEX Prospectus Wrap, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and each person, if any,
who controls the Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such
Underwriter, but only with reference to information relating to such Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use in the Registration Statement,
any preliminary prospectus,
25
the Time of Sale Prospectus, any issuer free writing prospectus, the Prospectus or any
amendment or supplement thereto or the ICEX Prospectus Wrap.
(c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b),
such person (the “indemnified party”) shall promptly notify the person against whom such indemnity
may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or
who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act and
(ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors, its officers who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of either such Section, and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the
Underwriters and such control persons and affiliates of any Underwriters, such firm shall be
designated in writing by Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. Incorporated.
In the case of any such separate firm for the Company, and such directors, officers and control
persons of the Company, such firm shall be designated in writing by the Company. The indemnifying
party shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against any loss or liability
by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall not have reimbursed the
26
indemnified party in
accordance with such request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless such settlement (x)
includes an unconditional release of such indemnified party from all liability on claims that are
the subject matter of such proceeding and (y) does not include a statement as to or an admission of
fault or culpability or a failure to act, by or on behalf of any indemnified party.
(d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to
an indemnified party or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the indemnifying party or parties on
the one hand and the indemnified party or parties on the other hand from the offering of the Shares
or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in clause
9(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and
of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other hand in connection with the offering of the Shares shall be
deemed to be in the same respective proportions as the net proceeds from the offering of the Shares
(before deducting expenses) received by the Company and the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table on the cover of
the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of
the Company on the one hand and the Underwriters on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Underwriters’ respective
obligations to contribute pursuant to this Section 9 are several in proportion to the respective
number of Shares they have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just or equitable if
contribution pursuant to this Section 9 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable considerations referred to
in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred
27
to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section 9 and the
representations, warranties and other statements of the Company contained in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Underwriter, any person controlling any
Underwriter or any affiliate of any Underwriter, or by or on behalf of the Company, its officers or
directors or any person controlling the Company and (iii) acceptance of and payment for any of the
Shares.
10. Termination. The Underwriters may terminate this Agreement by notice given by you to the
Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on, or by, as the case may be,
any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market,
First North Iceland, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the
Chicago Board of Trade or the London Metal Exchange, (ii) trading of any securities of the Company
shall have been suspended on any exchange or in any over-the-counter market, (iii) a material
disruption in securities settlement, payment or clearance services in the United States shall have
occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal
or New York State authorities or (v) there shall have occurred any outbreak or escalation of
hostilities, or any change in financial markets or any calamity or crisis that, in your judgment,
is material and adverse and which, singly or together with any other event specified in this clause
(v), makes it, in your judgment, impracticable or inadvisable to proceed with the
offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time
of Sale Prospectus or the Prospectus.
28
If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the
Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number of the Shares to be purchased on such date, the other Underwriters shall be obligated
severally in the proportions that the number of Firm Shares set forth opposite their respective
names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase
the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the number of Shares that any Underwriter
has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an
amount in excess of one-ninth of such number of Shares without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default
occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made
within 36 hours after such default, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter or the Company. In any such case either you or the Company shall
have the right to postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus,
in the Prospectus or in any other documents or arrangements may be effected. If, on an Option
Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares
and the aggregate number of Additional Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing
Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation
hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase
not less than the number of Additional Shares that such non-defaulting Underwriters would have been
obligated to purchase in the absence of such default. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter
under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them, because of any
failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company
shall be unable to perform its obligations under this Agreement, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or the offering
contemplated hereunder.
29
30
| Very truly yours, CENTURY ALUMINUM COMPANY |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
Accepted as of the date hereof
Credit Suisse Securities (USA) LLC
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto
By:
|
Credit Suisse Securities (USA) LLC | |||
By:
|
/s/ Xxxxxxxx X. Xxxxxxx | |||
| Name: Xxxxxxxx X. Xxxxxxx | ||||
| Title: Managing Director | ||||
By:
|
Xxxxxx Xxxxxxx & Co. Incorporated | |||
By:
|
/s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx | ||||
| Title: Executive Director |
SCHEDULE I
| Number of Firm Shares | ||||
| Underwriter | To Be Purchased | |||
Credit Suisse Securities (USA) LLC |
3,060,000 | |||
Xxxxxx Xxxxxxx & Co. Incorporated |
2,040,000 | |||
Kaupthing Bank hf. |
825,000 | |||
Landsbanki Islands hf. |
825,000 | |||
Kaupthing Securities, Inc. |
500,000 | |||
Total: |
7,250,000 | |||
I-1
SCHEDULE II
Significant Subsidiaries
Berkeley Aluminum, Inc.
Century Aluminum of West Virginia, Inc.
Century Kentucky, Inc.
Metalsco, LLC
Nordural ehf
Skyliner, LLC
NSA General Partnership
Century Bermuda I Limited
Century Bermuda II Limited
Nordural U.S. LLC
Nordural Holdings ehf
St. Xxx Bauxite Holdings Limited
Century Aluminum Holdings, Inc.
Century Louisiana, Inc.
Century Aluminum of West Virginia, Inc.
Century Kentucky, Inc.
Metalsco, LLC
Nordural ehf
Skyliner, LLC
NSA General Partnership
Century Bermuda I Limited
Century Bermuda II Limited
Nordural U.S. LLC
Nordural Holdings ehf
St. Xxx Bauxite Holdings Limited
Century Aluminum Holdings, Inc.
Century Louisiana, Inc.
II-1
SCHEDULE III
1. Time of Sale Prospectus
a. Issuer Free Writing Prospectus dated May 29, 2007
b. Issuer Free Writing Prospectus dated June 4, 2007
2. Pricing Information
Price to public: $52.50
III-1
EXHIBIT A
[FORM OF LOCK-UP LETTER]
, 2007
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
New York, New York 10010
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As representatives of the several Underwriters referred to below
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 100,000 shares of Common Stock, (e) transfers of
shares of Common Stock as bona fide gifts, and (f) 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 (e) or (f), (i) each transferee or trustee agrees to enter into a lock-up letter
substantially in the form of this Lock-Up Agreement and (ii) 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.
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
A-2
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.
| Very truly yours, | ||
| (Name) | ||
| (Address) |
A-3
Schedule I
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Bless
E. Xxxx Xxxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx X. XxXxxxx
Xxxxxxxx X. Xxxx
Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxx X. X’Xxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Bless
E. Xxxx Xxxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxxxxx
Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx X. XxXxxxx
Xxxxxxxx X. Xxxx
Xxxx Xxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxx X. X’Xxxxx
Xxxxx X. Xxxxx
Xxxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxx
