Exhibit 4.1 March 24, 2003 Kaiser Aluminum & Chemical Corporation 5847 San Felipe, Suite 2500 Houston, Texas 77057 Attention: Treasurer Re: Kaiser Aluminum & Chemical Corporation $300,000,000 Post-Petition Credit Agreement Dear Mr. Shiba: Reference is made to that certain $300,000,000 Post-Petition Credit Agreement, dated as of February 12, 2002 (as amended to date, the "Credit Agreement") among Kaiser Aluminum & Chemical Corporation, Kaiser Aluminum Corporation, Bank of America, N.A. and the other lenders that are or may from time to time becomes parties to the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Credit Agreement. Agent and Lenders hereby waive noncompliance with the minimum EBITDA test in Section 9.2.4 of the Credit Agreement (the "Minimum EBITDA Test") for the measurement period ending March 31, 2003 (the "Measurement Period"); provided, however, that (i) the Company and its Subsidiaries shall meet the Minimum EBITDA Test for the Measurement Period after excluding all non-cash pension expenses incurred beginning January 1, 2003, (ii) the Company and its Subsidiaries shall maintain a minimum EBITDA (inclusive of non-cash pension expenses incurred beginning January 1, 2003) of not less than ($120,000,000) for the Measurement Period and (iii) such limited waiver shall be effective through June 29, 2003. This limited waiver shall be limited precisely as written and shall not be deemed or otherwise construed to constitute a waiver of any other Default or Event of Default, amend or modify any provision of any Loan Document or constitute a course of dealing or any other basis for altering the Obligations of any Obligor. Except as expressly waived hereby, the Credit Agreement and the other Loan Documents, including the Liens granted thereunder, shall remain in full force and effect, and all terms and provisions thereof are hereby ratified and confirmed. The signatories hereto contemplate that an amendment to the Credit Agreement will be entered into by the parties thereto in the near future to, among other things, effect a more comprehensive and permanent modification of the Minimum EBITDA Test. This limited waiver shall be effective only if and when signed by, and when counterparts hereof shall have been delivered to the Agent (by hand delivery, mail or telecopy) by, the Company, the Parent Guarantor, each Subsidiary Guarantor and the Required Lenders. This limited waiver may be executed by one or more of the parties on any number of separate counterparts (including by telecopy), all of which taken together shall constitute but one and the same instrument. If you have any questions about this letter, please contact me at the number above. Sincerely, Bank of America, N.A., as Agent /s/ Robert M. Dalton cc: Kaiser - General Counsel AGREED AND CONSENTED TO as of this 24th day of March, 2003 BANK OF AMERICA, N.A. By: /s/ Robert M. Dalton Name: Robert M. Dalton Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ John L. Dale Name: John L. Dale Title: Duly Authorized Signatory FOOTHILL CAPITAL CORPORATION By: /s/ E. Kim Name: Eunnie Kim Title: Asst. Vice President THE CIT GROUP/BUSINESS CREDIT, INC. By: /s/ Grant Weiss Name: Grant Weiss Title: Vice President MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. By: /s/ M. Kovatchis Name: M. Kovatchis Title: Director PNC BANK, NATIONAL ASSOCIATION By: /s/ Sandra Sha Kenyon Name: Sandra Sha Kenyon Title: Vice President GMAC COMMERCIAL FINANCE LLC, as successor by merger to GMAC Business Credit, LLC By: /s/ Thomas Brent Name: Thomas Brent Title: Vice President THE PROVIDENT BANK By: Name: Title: KAISER ALUMINUM CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER ALUMINUM & CHEMICAL CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer AKRON HOLDING CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer ALPART JAMAICA INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER ALUMINA AUSTRALIA CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER BELLWOOD CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER ALUMINUM & CHEMICAL INVESTMENT, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER ALUMINIUM INTERNATIONAL, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER ALUMINUM PROPERTIES, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER ALUMINUM TECHNICAL SERVICES, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER FINANCE CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER JAMAICA CORPORATION By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER MICROMILL HOLDINGS, LLC By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER SIERRA MICROMILLS, LLC By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER TEXAS SIERRA MICROMILLS, LLC By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER TEXAS MICROMILL HOLDINGS, LLC By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer OXNARD FORGE DIE COMPANY, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer ALWIS LEASING LLC By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER BAUXITE COMPANY By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER CENTER, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER CENTER PROPERTIES By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAE TRADING, INC. By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer KAISER EXPORT COMPANY By: /s/ David A. Cheadle Name: David A. Cheadle Title: Assistant Treasurer
Kaiser Aluminum (KALU) 10-Q2003 Q1 Quarterly report
Filed: 15 May 03, 12:00am