Exhibit 10.3
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AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT ("Amendment No. 1") is dated as of July 30, 2004 between:
(1) COMMONWEALTH INDUSTRIES, INC., a corporation duly
organized and validly existing under the laws of the State of Delaware
(the "Parent") and the successor by merger to CI Holdings, Inc.;
(2) CI HOLDINGS, LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
("CI Holdings") and formerly known as CI Holdings, Inc. and as Alflex
Corporation;
(3) COMMONWEALTH ALUMINUM, LLC, a limited liability company
duly organized and validly existing under the laws of the State of
Delaware ("CAC") and formerly known as Commonwealth Aluminum
Corporation;
(4) ALFLEX CORPORATION, a corporation duly organized and
validly existing under the laws of the State of Delaware ("New
Alflex");
(5) CA LEWISPORT, LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
("Old Lewisport") and formerly known as CA Lewisport, Inc. and as
Commonwealth Aluminum Lewisport, Inc. and as Commonwealth Aluminum
Corporation;
(6) COMMONWEALTH ALUMINUM LEWISPORT, LLC, a limited liability
company duly formed and validly existing under the laws of the state of
Delaware ("New Lewisport");
(7) COMMONWEALTH ALUMINUM METALS, LLC, a limited liability
company duly formed and validly existing under the laws of the State of
Delaware ("Metals");
(8) COMMONWEALTH ALUMINUM CONCAST, INC. (formerly named Barmet
Aluminum Corporation) a corporation duly organized and validly existing
under the laws of the State of Ohio ("CACI" and, together with CAC, CI
Holdings, Old Lewisport, New Lewisport, Metals and New Alflex, each a
"Revolving Credit Borrower" and, collectively, the "Revolving Credit
Borrowers");
(9) each of the Subsidiaries of the Parent identified under
the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors");
(10) PNC BANK, NATIONAL ASSOCIATION, as administrative agent
for the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
WHEREAS, the Debtors and the Administrative Agent are parties to that
certain Second Amended and Restated Pledge and Security Agreement dated as of
March 21, 2002 (the "Pledge and Security Agreement") that was delivered in
connection with that certain Third Amended and Restated Credit Agreement dated
as of March 21, 2002, as amended by a First Amendment thereto, dated as of
October 14, 2003, a Second Amendment thereto, dated as of February 2, 2004 and a
Third Amendment thereto, dated as of July 21, 2004 between the Debtors, the
lenders thereto (the "Lenders") and the Administrative Agent(the "Credit
Agreement");
WHEREAS, Alflex E1 LLC was merged into New Alflex on September 15, 2003
as evidenced by that certain Certificate of Merger recorded with the Secretary
of State of the State of Delaware on such date;
WHEREAS, contemporaneously herewith, Parent, Revolving Credit
Borrowers, Subsidiary Guarantors, Administrative Agent and the Lenders are
amending the Credit Agreement pursuant to a certain Fourth Amendment to Third
Amended and Restated Credit Agreement (the "Fourth Amendment to Credit
Agreement");
WHEREAS, the Fourth Amendment to Credit Agreement proposes to amend the
Credit Agreement to permit the sale by CI Holdings of all the issued and
outstanding capital stock of New Alflex;
WHEREAS, the parties hereto desire to amend the Pledge and Security
Agreement as hereinafter provided; and
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings given to them in the Credit Agreement or, if not defined
therein, in Section 1 of the Pledge and Security Agreement.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto covenant and agree as follows:
1. Pursuant to Section 6.04 of the Pledge and Security Agreement, the Pledge and
Security Agreement is hereby amended as follows:
(a) Annex 1 to the Pledge and Security Agreement is hereby amended and restated
in its entirety as set forth on Exhibit 1 to this Amendment No. 1;
(b) New Alflex will not be deemed to be, and will be excluded from the
definition of, a "Debtor" and New Alflex, as successor by merger, for Alflex E1
LLC, will not be deemed to be, and will be excluded from the definition of both
a "Subsidiary Guarantor" and a "Debtor"; and
(c) the Administrative Agent, on behalf of itself and of each Lender, hereby
releases all of its right, title and interest in and to the Collateral granted
to the Administrative Agent for the benefit of each Lender pursuant to Section 3
of the Pledge and Security Agreement by New Alflex for itself and as successor
by merger, for Alflex E1 LLC.
2. Each Debtor hereby, respectively, ratifies and confirms the Pledge and
Security Agreement, as amended by this Amendment No. 1.
3. All references in the Credit Agreement and in each other Loan Document to the
Pledge and Security Agreement are hereby amended and modified to refer to the
Pledge and Security Agreement, as amended by this Amendment No. 1, as it may
from time to time be further amended, restated, modified or supplemented.
4. The Debtors and Administrative Agent intend and agree that, except as
provided herein, the Pledge and Security Agreement shall remain in full force
and effect, without modification.
5. Each Debtor hereby confirms that each of the representations and warranties,
made by such Debtor, in the Pledge and Security Agreement is true and correct as
of the date hereof.
6. This Amendment No. 1 is incorporated into the Pledge and Security
Agreement as if set forth therein.
7. This Amendment No. 1 shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to
its conflict of laws principles.
8. This Amendment No. 1 may be executed by different parties hereto on any
number of separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute one
and the same instrument.
[SIGNATURE PAGE FOLLOWS]
AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
THE PARENT
COMMONWEALTH INDUSTRIES, INC.
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
THE REVOLVING CREDIT BORROWERS
COMMONWEALTH ALUMINUM, LLC
By: Commonwealth Aluminum Concast, Inc., its sole member
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
ALFLEX CORPORATION
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
COMMONWEALTH ALUMINUM CONCAST, INC.
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
CA LEWISPORT, LLC
By: Commonwealth Industries, Inc., its sole member
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
CI HOLDINGS, LLC
By: Commonwealth Industries, Inc., its sole member
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
COMMONWEALTH ALUMINUM LEWISPORT, LLC
By: CA Lewisport, LLC, its managing member
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
COMMONWEALTH ALUMINUM METALS, LLC
By: Commonwealth Aluminum Lewisport, LLC, its sole member
By: CA Lewisport, LLC, its managing member
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
SUBSIDIARY GUARANTORS
COMMONWEALTH ALUMINUM SALES CORPORATION
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC
By: Commonwealth Aluminum Concast, Inc., its sole member
By: /S/ XXXXXXX X. FRIDAY
Name: Xxxxxxx X. Friday
Title: Executive Vice President
AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED PLEDGE AND SECURITY AGREEMENT
ADMINISTRATIVE AGENT
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent
By: /S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Address For Notices:
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx
EXHIBIT 1
Annex 1
Stock and Limited Liability Company Interests
Issued and
Outstanding Stock / Percentage of
Entity Holding Nature of Ownership Certificate Ownership
Entity Jurisdiction Ownership Number
----------------------- ----------------- ---------------------- --------------------- ---------------- ----------------
CI Holdings, LLC Delaware Commonwealth Owner of all member 1 100%
Industries, Inc. interests
Commonwealth Delaware Commonwealth Owner of all member 1 100%
Aluminum, LLC Aluminum Concast, interests
Inc.
CA Lewisport, LLC Delaware Commonwealth Owner of all member 1 100%
Industries, Inc. interests
Commonwealth Aluminum Delaware CA Lewisport, LLC Shared ownership of 1 78.41%
Lewisport, LLC and member units
Commonwealth 2 21.59%
Aluminum, LLC
Commonwealth Aluminum Delaware Commonwealth Owner of all member 1 100%
Metals, LLC Aluminum Lewisport, units
LLC
Commonwealth Aluminum Ohio CI Holdings, LLC 1,000 shares of 2 100%
Concast, Inc. common stock $.01
par value
Commonwealth Aluminum Delaware CA Lewisport, LLC 1,000 shares of 2 100%
Sales Corporation common stock $.01
par value
Commonwealth Aluminum Delaware Commonwealth Owner of all member 1 100%
Tube Enterprises, LLC Aluminum Concast, units
Inc.
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