Exhibit 4.1
May 5, 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.
On March 24, 2003, Agent and Lenders waived, subject to certain
limitations and conditions, noncompliance with Section 9.2.4 of the Credit
Agreement (the "Minimum EBITDA Test") for the measurement period ending March
31, 2003 (the "March Waiver"). Without altering or modifying the terms,
limitations and conditions of the March Waiver, Agent and Lenders hereby (a)
extend the effectiveness of the March Waiver through September 30, 2003 and (b)
waive noncompliance with the Minimum EBITDA Test for the measurement period
ending June 30, 2003 (the "June Measurement Period"); provided, however, that
(i) the Company and its Subsidiaries shall maintain a minimum EBITDA (after
excluding all non-cash pension expenses incurred beginning January 1, 2003) of
not less than ($135,000,000) for the June Measurement Period and (ii) such
limited waiver shall be effective through September 30, 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 5th day of May, 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/ Robert J. Cambora
Name: Robert J. Cambora
Title: Sr. 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/ Michele Kovatchis
Name: Michele 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
