EXECUTION COPY
TENTH AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT
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THIS TENTH AMENDMENT TO CREDIT AGREEMENT AND ASSIGNMENT
(this "Amendment"), dated as of June 25, 1997, is by and among
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KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation
(the "Company"), KAISER ALUMINUM CORPORATION, a Delaware
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corporation (the "Parent Guarantor"), the various financial
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institutions that are or may from time to time become parties to
the Credit Agreement referred to below (collectively, the
"Lenders" and, individually, a "Lender"), and BANKAMERICA
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BUSINESS CREDIT, INC., a Delaware corporation, as agent (in such
capacity, together with its successors and assigns in such
capacity, the "Agent") for the Lenders. Capitalized terms used,
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but not defined, herein shall have the meanings given to such
terms in the Credit Agreement, as amended hereby.
W I T N E S S E T H:
WHEREAS, the Company, the Parent Guarantor, the Lenders
and the Agent are parties to the Credit Agreement, dated as of
February 15, 1994, as amended by the First Amendment to Credit
Agreement dated as of July 21, 1994, the Second Amendment to
Credit Agreement, dated as of March 10, 1995, the Third Amendment
to Credit Agreement and Acknowledgement, dated as of July 20,
1995, the Fourth Amendment to Credit Agreement, dated as of
October 17, 1995, the Fifth Amendment to Credit Agreement, dated
as of December 11, 1995, the Sixth Amendment to Credit Agreement,
dated as of October 1, 1996, the Seventh Amendment to Credit
Agreement, dated as of December 17, 1996, the Eighth Amendment to
Credit Agreement, dated as of February 24, 1997, and the Ninth
Amendment to Credit Agreement, dated as of April 21, 1997 (the
"Credit Agreement");
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WHEREAS, National Westminster Bank, PLC, a Lender (the
"Assigning Lender"), wishes to assign to the Lenders its
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outstanding Credit Extensions and Commitments under the Credit
Agreement as of the date hereof; and
WHEREAS, the Company has requested that Lenders amend
certain provisions of the Credit Agreement in order to permit,
among other things, the acquisition by a Subsidiary of the
Company of the Bellwood extrusion plant and related assets;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendments to Credit Agreement.
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A. Amendments to Article I: Definitions.
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1. Section 1.1 of the Credit Agreement is hereby
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amended by adding the following definition in the appropriate
alphabetical order:
"Kaiser Bellwood" means Kaiser Bellwood Corporation, a
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corporation organized under the laws of Delaware."
2. The definition of "Borrowing Base" contained in
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Section 1.1 of the Credit Agreement is hereby amended by (i)
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adding the phrase ", Kaiser Bellwood" after the word "Company"
the first time it appears in clause (c) thereof; and (ii) adding
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the phrase "and Kaiser Bellwood" after the word "Company" each
time it appears in clause (ii) of the first proviso contained
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therein and in the second proviso contained therein.
3. The definition of "Eligible Account" contained in
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Section 1.1 of the Credit Agreement is hereby amended by (i)
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adding the phrase ", Kaiser Bellwood" after the word "Company"
the first time it appears therein, in clause (a) thereof and in
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clauses (g), (i), (n) and (t) thereof; (ii) adding the phrase ",
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Kaiser Bellwood's" after the phrase "Company's" in clause (a)
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thereof; and (iii) adding the phrase "or Kaiser Bellwood" after
the word "Company" each time it appears in clause (c) thereof.
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4. The definition of "Eligible Inventory" contained
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in Section 1.1 of the Credit Agreement is hereby amended by (i)
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adding the phrase "or Kaiser Bellwood" after the word "Company"
the first time it appears therein, in clause (b) thereof and in
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clause (d) thereof; and (ii) adding the phrase "or Kaiser
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Bellwood's" after the word "Company's" the first time it appears
therein and in clause (b) thereof.
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5. The definition of "Inventory" contained in Section
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1.1 of the Credit Agreement is hereby amended by adding the
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phrase "or Kaiser Bellwood's" after the word "Company's" therein.
6. The definition of "Product Swap" contained in
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Section 1.1 of the Credit Agreement is hereby amended by adding
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the phrase ", Kaiser Bellwood" after the word "Company" each time
it appears therein.
7. The definition of "Progress Billing" contained in
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Section 1.1 of the Credit Agreement is hereby amended by adding
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the phrase ", Kaiser Bellwood" after the word "Company" therein.
8. The definition of "Tolling Inventory" contained in
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Section 1.1 of the Credit Agreement is hereby amended by adding
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the phrase "or Kaiser Bellwood" after the word "Company" each
time it appears therein.
B. Amendments to Article II: Commitments and Borrowing
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Procedures.
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1. Section 2.1.4 of the Credit Agreement is hereby
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amended by (i) adding the phrase ", Kaiser Bellwood" after the
word "Company" the second and fourth time it appears in the final
paragraph thereof; and (ii) adding the phrase "and Kaiser
Bellwood" after the word "Company" the third time it appears in
the final paragraph thereof.
C. Amendments to Article IX: Covenants.
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1. Section 9.1.5 of the Credit Agreement is hereby
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amended by (i) adding the phrase "and Kaiser Bellwood" after the
word "KAII" in the second sentence of clause (a) thereof and the
second time it appears in clause (b) thereof; (ii) adding the
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phrase ", Kaiser Bellwood's" after the word "Company's" the
first, second, third, fourth, sixth and seventh times it appears
in clause (b) thereof; (iii) adding the phrase "Kaiser Bellwood,"
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after the phrase "Company," the second time it appears in clause
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(b) thereof; and (iv) adding the phrase ", Kaiser Bellwood" after
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the word "Company" the fourth and fifth times it appears in
clause (b) thereof.
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2. Section 9.1.9 of the Credit Agreement is hereby
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amended by (i) adding the phrase "and Kaiser Bellwood" after the
word "KAII" each time it appears therein and after the word
"Company" in the first clauses (d) and (e) thereof and the second
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clause (c) thereof; and (ii) adding the phrase ", Kaiser
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Bellwood's" after the word "Company's" contained therein.
3. Clause (b)(i) of Section 9.2.2 of the Credit
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Agreement is hereby amended to read in its entirety as follows:
"(i) Indebtedness of the Company in respect of (A)
the Senior Debt, (B) the New Senior Debt, provided that (1)
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the aggregate principal amount thereof does not exceed
$200,000,000, (2) such Indebtedness is unsecured, (3) such
Indebtedness is issued on or prior to February 1, 1997, (4)
such Indebtedness does not mature prior to February 15, 2002
and (5) the New Senior Indenture is substantially in the
form of the Senior Indenture and (C) the Additional New
Senior Debt, provided that (1) the aggregate principal
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amount thereof does not exceed $50,000,000, (2) such
Indebtedness is unsecured, (3) such Indebtedness is issued
on or prior to March 1, 1997, (4) such Indebtedness does not
mature prior to February 15, 2002 and (5) the Additional New
Senior Indentures are substantially in the form of the New
Senior Indenture; and Contingent Obligations of AJI, KJC,
KFC, KAAC, KMH, KSM, Texas Holdings, Texas Sierra and Kaiser
Bellwood as a 'Subsidiary Guarantor'
(under and as defined in the Senior Indenture, the New
Senior Indenture, the Additional New Senior Indentures and
the Subordinated Indenture) in respect of the Senior Debt,
the New Senior Debt, the Additional New Senior Debt and the
Subordinated Debt, respectively;"
4. Section 9.2.2 of the Credit Agreement is hereby
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amended by adding the phrase ", Kaiser Bellwood" after the term
"KJC" in clause (b)(xi) therein.
5. Section 9.2.2 of the Credit Agreement is hereby
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further amended by adding the following to the end of clause
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(b)(xvii) thereof:
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"; and provided, further, that Indebtedness of Kaiser
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Bellwood incurred pursuant to this Section 9.2.2(b)(xvii) shall
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not exceed $10,000,000 at any time outstanding and shall be
incurred solely for the purpose of making Capital Expenditures"
6. Clause (c) of Section 9.2.13 of the Credit
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Agreement is hereby amended by adding the phrase "Kaiser
Bellwood," after the phrase "Texas Sierra," in the parenthetical
contained therein.
D. Amendments to Signature Pages.
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The Credit Agreement is hereby amended to delete the
Assigning Lender as a Lender thereunder. Subject to the last
paragraph of this Section D, the Percentages set forth opposite
the Lenders' names on the signature pages of the Credit Agreement
are hereby amended to read as follows:
BankAmerica Business Credit, Inc. 29.011%
Congress Financial Corporation 27.768%
La Salle National Bank 05.231%
CIT Group/Business Credit, Inc. 06.769%
Transamerica Business Credit Corporation 07.362%
Bank of America National Trust and
Savings Association 09.090%
Heller Financial, Inc. 09.538%
ABN Amro N.V. 05.231%
Subject to the last paragraph of this Section D, the
Agent is hereby directed to pay all interest and fees accrued to
and excluding the Tenth Amendment Effective Date (as defined
below) on the Assigned Portion (as defined below) to the
Assigning Lender and to pay all interest and fees accrued from
and including the Tenth Amendment Effective Date on the Assigned
Portion to the Lenders in accordance with their respective shares
of the Assigned Portion.
Effective on the Tenth Amendment Effective Date and
notwithstanding anything to the contrary contained in Section 5.4
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of the Credit Agreement, each Lender shall be deemed to hold an
undivided interest and participation, to the extent of such
Lender's Percentage as reflected above, in all Letters of Credit
and the Company's Reimbursement Obligations with respect thereto
outstanding as of such date.
Subject to the last paragraph of this Section D, on the
Tenth Amendment Effective Date each Lender whose Percentage is
increased pursuant to this Amendment shall make a payment to the
Agent in a amount equal to the amount of such increase multiplied
by the amount of all then outstanding Loans, and the Agent shall
distribute such payments to the Assigning Lender.
Anything contained in this Agreement or the other Loan
Documents to the contrary notwithstanding, each Lender's
Percentage interest in any LIBO Rate Loan outstanding on the
Tenth Amendment Effective Date shall remain unchanged for all
purposes under the Loan Documents until the date of expiration of
the Interest Period in effect as of the Tenth Amendment Effective
Date with respect to such LIBO Rate Loan, at which time (i) all
payments of interest and principal, if any, made on such date in
respect of such LIBO Rate Loan shall be distributed to Lenders in
accordance with such unchanged Percentages and (ii) in the event
such LIBO Rate Loan is to remain outstanding for an additional
Interest Period commencing on such date or is to be converted to
a Reference Rate Loan on such date, Lenders shall make such
payments, and the Agent shall distribute such payments to the
Assigning Lender, on such date.
Section 2. Assignment.
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Subject to the last paragraph of Section D above, the
Assigning Lender hereby assigns, delegates, transfers, conveys
and delivers, and the Lenders agree to accept the assignment,
delegation, transfer, conveyance and delivery of, all of the
Assigning Lender's right, title and interest in and to the
Assigning Lender's outstanding Credit Extensions and Commitments
under the Credit Agreement as of the Tenth Amendment Effective
Date (the "Assigned Portion"). Subject to the last paragraph of
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Section D above, the Assigning Lender hereby acknowledges that,
from and after the Tenth Amendment Effective Date, the Assigning
Lender is no longer a Lender for purposes of the Credit Agreement
and, other than as set forth in Section 12.5 of the Credit
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Agreement, the rights and obligations of the Assigning Lender
under the Credit Agreement are terminated. The Assigning Lender
shall pay to the Agent a processing fee in the amount of $3,500
pursuant to subsection 12.11.1 of the Credit Agreement.
Section 3. Supplements to Collateral Documents.
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The parties agree that, as of the Tenth Amendment
Effective Date, (i) the Subsidiary Security Agreement shall be
supplemented as set forth in Exhibit A hereto, (ii) the
Subsidiary Guaranty shall be supplemented as set forth in
Exhibit B hereto, and (iii) the Subsidiary Pledge Agreement shall
be supplemented as set forth in Exhibit C hereto. The Required
Lenders hereby approve the forms of such supplements, and hereby
authorize the Agent on their behalf to accept from Kaiser
Bellwood and authorize the Agent to execute and deliver as Agent
such supplements in substantially the forms of such Exhibits A, B
and C with such changes, additions or deletions as the Agent, in
its sole and absolute discretion, may approve.
Section 4. Consent of Lenders.
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The Lenders hereby consent to the execution and
delivery of a supplement to the Senior Indenture, a supplement to
the New Senior Indenture, a supplement to the Additional New
Senior Indentures and a supplement to the Subordinated Indenture,
in form and substance satisfactory to the Agent in its sole and
absolute discretion, for the purpose of adding Kaiser Bellwood
as a "Subsidiary Guarantor" (under and as defined in the Senior
Indenture, New Senior Indenture, Additional New Senior Indentures
and Subordinated Indenture).
Section 5. Conditions to Effectiveness.
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This Amendment shall become effective as of the date
hereof only when the following conditions shall have been
satisfied and notice thereof shall have been given by the Agent
to the Parent Guarantor, the Company and each Lender (the date of
satisfaction of such conditions and the giving of such notice
being referred to herein as the "Tenth Amendment Effective
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Date"):
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A. The Agent shall have received for each Lender
counterparts hereof duly executed on behalf of the Parent
Guarantor, the Company, the Agent and the Required Lenders (or
notice of the approval of this Amendment by the Required Lenders
satisfactory to the Agent shall have been received by the Agent),
together with a Pledge Amendment to the Company Pledge Agreement,
dated as of June 25, 1997, with respect to the stock of Kaiser
Bellwood (the "Pledge Amendment") duly executed on behalf of the
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Company.
B. The Agent shall have received:
1. Resolutions of the Board of Directors or of
the Executive Committee of the Board of Directors of the Company
and the Parent Guarantor approving and authorizing the execution,
delivery and performance of this Amendment, and, as to the
Company, the Pledge Amendment, certified by their respective
corporate secretaries or an assistant secretary as being in full
force and effect without modification or amendment as of the date
of execution hereof by the Company or the Parent Guarantor, as
the case may be.
2. A signature and incumbency certificate of the
officers of the Company and the Parent Guarantor executing this
Amendment, and, as to the Company, the Pledge Amendment.
3. Copies of the Intercompany Demand Note issued
in favor of KFC by Kaiser Bellwood (the "New Intercompany Demand
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Note"), in substantially the form of Exhibit O-4 to the Credit
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Agreement, with such changes, additions and deletions as the
Agent shall approve in its sole and absolute discretion.
4. Copies of the Supplement to Subsidiary
Security Agreement, dated as of June 25, 1997, between Kaiser
Bellwood and the Agent (the "Subsidiary Security Supplement")
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duly executed on behalf of Kaiser Bellwood and the Agent.
5. Copies of the Supplement to Subsidiary
Guaranty, dated as of June 25, 1997, by and between Kaiser
Bellwood and the Agent (the "Subsidiary Guaranty Supplement")
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duly executed on behalf of Kaiser Bellwood and the Agent.
6. Copies of the Supplement to Subsidiary Pledge
Agreement, dated as of June 25, 1997, by and between Kaiser
Bellwood and the Agent (the "Subsidiary Pledge Supplement") duly
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executed on behalf of Kaiser Bellwood and the Agent.
7. Certified copies of the Certificate of
Incorporation of Kaiser Bellwood.
8. Copies of the Bylaws of Kaiser Bellwood,
certified as of the date of delivery to the Agent by its
corporate secretary or an assistant secretary or other authorized
representative.
9. Resolutions of the Board of Directors of
Kaiser Bellwood approving and authorizing the execution, delivery
and performance of the Subsidiary Guaranty Supplement, the
Subsidiary Pledge Supplement, the Subsidiary Security Supplement
and the New Intercompany Demand Note, certified by its corporate
secretary or an assistant secretary as being in full force and
effect without modification or amendment as of the date of
execution thereof by Kaiser Bellwood.
10. A signature and incumbency certificate of the
officers of Kaiser Bellwood executing the Subsidiary Guaranty
Supplement, the Subsidiary Pledge Supplement, the Subsidiary
Security Supplement and the New Intercompany Demand Note.
11. Duly executed financing statements (Form
UCC-1) naming Kaiser Bellwood as the debtor and the Agent as the
secured party, or other similar instruments or documents,
suitable for filing under the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the reasonable opinion
of the Agent, desirable to perfect the security interest of the
Agent in the Collateral granted pursuant to the Subsidiary
Security Agreement to the extent that perfection may be
accomplished by filing under the Uniform Commercial Code in any
state in the United States or the District of Columbia.
12. Stock certificates evidencing 100% of the
issued and outstanding shares of capital stock of Kaiser
Bellwood, accompanied by undated stock powers duly executed in
blank.
13. Copies of a Pledge Amendment to the
Subsidiary Pledge Agreement, dated as of June 25, 1997, with
respect to the New Intercompany Demand Note (the "Subsidiary
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Pledge Amendment") duly executed on behalf of KFC.
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14. Resolutions of the Board of Directors of KFC
approving and authorizing the execution, delivery and performance
of the Subsidiary Pledge Amendment, certified by its corporate
secretary or an assistant secretary as being in full force and
effect without modification or amendment as of the date of
execution thereof by KFC.
15. A signature and incumbency certificate of the
officers or other authorized representative of KFC executing the
Subsidiary Pledge Amendment.
C. The Agent shall have received for each Lender an
opinion, addressed to the Agent and each Lender, from Kramer,
Levin, Naftalis & Frankel, in form and substance satisfactory to
the Agent.
Section 6. Assigning Lender's Representation and
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Warranty.
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In order to induce the Company, Lenders and the Agent
to enter into this Amendment and to amend the Credit Agreement
and the other Loan Documents in the manner provided herein, the
Assigning Lender represents and warrants to the Company, each
Lender and the Agent that, prior to the Tenth Amendment Effective
Date, the Assigning Lender has not assigned, delegated,
transferred, conveyed or delivered any part of the Assigned
Portion.
Section 7. Company's Representations and Warranties.
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In order to induce the Lenders and the Agent to enter
into this Amendment and to amend the Credit Agreement and the
other Loan Documents in the manner provided herein, the Parent
Guarantor and the Company represent and warrant to each Lender
and the Agent that, as of the Tenth Amendment Effective Date after giving
effect to the effectiveness of this Amendment, the following
statements are true and correct in all material respects:
A. Authorization of Agreements. The execution and
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delivery of this Amendment by the Company and the Parent
Guarantor and the performance of the Credit Agreement as amended
by this Amendment (the "Amended Agreement") by the Company and
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the Parent Guarantor are within such Obligor's corporate powers
and have been duly authorized by all necessary corporate action
on the part of the Company and the Parent Guarantor, as the case
may be.
B. No Conflict. The execution and delivery by the
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Company and the Parent Guarantor of this Amendment and the
performance by the Company and the Parent Guarantor of the
Amended Agreement do not:
1. contravene such Obligor's Organic Documents;
2. contravene the Senior Indenture, the New
Senior Indenture, the Additional New Senior Indentures or the
Subordinated Indenture or contravene any other contractual
restriction where such a contravention has a reasonable
possibility of having a Materially Adverse Effect or contravene
any law or governmental regulation or court decree or order
binding on or affecting such Obligor or any of its Subsidiaries;
or
3. result in, or require the creation or
imposition of, any Lien on any of such Obligor's properties or
any of the properties of any Subsidiary of such Obligor, other
than pursuant to the Loan Documents.
C. Binding Obligation. This Amendment has been duly
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executed and delivered by the Company and the Parent Guarantor
and this Amendment and the Amended Agreement constitute the
legal, valid and binding obligations of the Company and the
Parent Guarantor, enforceable against the Company and the Parent
Guarantor in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors'
rights generally and by general principles of equity.
D. Governmental Approval, Regulation, etc. No
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authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any
other Person is required for the due execution, delivery or
performance of this Amendment by the Company or the Parent
Guarantor.
E. Incorporation of Representations and Warranties
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from Credit Agreement. Each of the statements set forth in
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Section 7.2.1 of the Credit Agreement is true and correct.
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Section 8. Acknowledgement and Consent.
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The Company is a party to the Company Collateral
Documents, in each case as amended through the date hereof,
pursuant to which the Company has created Liens in favor of the
Agent on certain Collateral to secure the Obligations. The
Parent Guarantor is a party to the Parent Collateral Documents,
in each case as amended through the date hereof, pursuant to
which the Parent Guarantor has created Liens in favor of the
Agent on certain Collateral and pledged certain Collateral to the
Agent to secure the Obligations of the Parent Guarantor. Certain
Subsidiaries of the Company are parties to the Subsidiary
Guaranty and/or one or more of the Subsidiary Collateral
Documents, in each case as amended through the date hereof,
pursuant to which such Subsidiaries have (i) guarantied the
Obligations and/or (ii) created Liens in favor of the Agent on
certain Collateral. The Company, the Parent Guarantor and such
Subsidiaries are collectively referred to herein as the "Credit
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Support Parties", and the Company Collateral Documents, the
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Parent Collateral Documents, the Subsidiary Guaranty and the
Subsidiary Collateral Documents are collectively referred to
herein as the "Credit Support Documents".
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Each Credit Support Party hereby acknowledges that it
has reviewed the terms and provisions of the Credit Agreement as
amended by this Amendment and consents to the amendment of the
Credit Agreement effected as of the date hereof pursuant to this
Amendment and the amendment of the other Loan Documents effected
as of the date hereof.
Each Credit Support Party acknowledges and agrees that
any of the Credit Support Documents to which it is a party or
otherwise bound shall continue in full force and effect. Each
Credit Support Party hereby confirms that each Credit Support
Document to which it is a party or otherwise bound and all
Collateral encumbered thereby will continue to guaranty or
secure, as the case may be, the payment and performance of all
obligations guaranteed or secured thereby, as the case may be.
Each Credit Support Party (other than the Company and
the Parent Guarantor) acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit Support Party is not required by the terms
of the Credit Agreement or any other Loan Document to consent to
the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Loan Document shall be deemed to require
the consent of such Credit Support Party to any future amendments
to the Credit Agreement.
Section 9. Miscellaneous.
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A. Reference to and Effect on the Credit Agreement
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and the Other Loan Documents.
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1. On and after the Tenth Amendment Effective
Date, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring
to the Credit Agreement, and each reference in the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean
and be a reference to the Amended Agreement.
2. Except as specifically amended by this
Amendment and the amendments to the other Loan Documents executed
as of the date hereof, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby
ratified and confirmed.
B. Applicable Law. THIS AMENDMENT SHALL BE DEEMED TO
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BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH LAWS RELATING TO
CONFLICTS OF LAWS.
C. Headings. The various headings of this Amendment
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are inserted for convenience only and shall not affect the
meaning or interpretation of this Amendment or any provision
hereof.
D. Counterparts. This Amendment may be executed by
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the parties hereto in several counterparts and by the different
parties on separate counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but
one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached
to the same document.
E. Severability. Any provision of this Amendment
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which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Amendment or
affecting the validity or enforceability of such provisions in
any other jurisdiction.
IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered as of the day and year first above
written.
KAISER ALUMINUM CORPORATION KAISER ALUMINUM & CHEMICAL
CORPORATION
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
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Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
BANKAMERICA BUSINESS CREDIT, INC. BANKAMERICA BUSINESS CREDIT,INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Michael J. Jasaitis
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Name Printed: Michael J. Jasaitis Name Printed: Michael J. Jasaitis
Its: Vice President Its: Vice President
BANK OF AMERICA NATIONAL THE CIT GROUP/BUSINESS
TRUST AND SAVINGS ASSOCIATION CREDIT, INC.
By:/s/James P. Johnson By:/s/Timothy S. Culver
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Name Printed:James P. Johnson Name Printed:Timothy S. Culver
Its: Managing Director Its: Assistant Vice President
CONGRESS FINANCIAL CORPORATION HELLER FINANCIAL, INC.
(WESTERN)
By:/s/Kristine Metchikian By:/s/Tara Hopkins
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Name Printed:Kristine Metchikian Name Printed: Tara Hopkins
Its: Vice President Its: Assistant Vice President
LA SALLE NATIONAL BANK NATIONAL WESTMINSTER BANK
PLC
By:/s/Douglas C. Collath By:/s/Ian M. Plester
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Name Printed: Douglas C. Collath Name Printed:Ian M. Plester
Its: First Vice President Its: Vice President
TRANSAMERICA BUSINESS CREDIT ABN AMRO BANK N.V.
CORPORATION
By:/s/Matthew N. McAlpine By: /s/L.T. Osborne
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Name Printed:Matthew N. McAlpine Name Printed:L.T. Osborne
Its: Vice President Its: Group Vice President
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL
INVESTMENT, INC.
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
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Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, INC. KAISER ALUMINUM TECHNICAL
SERVICES, INC.
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM
INTERNATIONAL, INC.
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION
CORPORATION
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ----------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
ALPART JAMAICA INC. KAISER JAMAICA CORPORATION
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ----------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER BAUXITE COMPANY KAISER EXPORT COMPANY
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER TEXAS SIERRA MICROMILLS, KAISER TEXAS MICROMILL
LLC HOLDINGS, LLC
By:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
EXHIBIT A
SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT
--------------------------------------------
THIS SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT (this
"Supplement"), dated as of June 25, 1997, is by and between
----------
Kaiser Bellwood Corporation, a Delaware corporation, (the "New
----
Kaiser Subsidiary"), and BankAmerica Business Credit, Inc., a
- -----------------
Delaware corporation, as agent for the Secured Lenders (as
defined in the Credit Agreement referred to below) (in such
capacity, together with its successors and assigns in such
capacity, the "Agent"). Capitalized terms used, but not defined,
-----
herein shall have the meanings given to such terms in the Credit
Agreement, as amended by the Tenth Amendment.
W I T N E S S E T H:
WHEREAS, Kaiser Aluminum & Chemical Corporation, a
Delaware corporation (the "Company"), Kaiser Aluminum
--------
Corporation, a Delaware corporation (the "Parent Guarantor"), the
----------------
various financial institutions that are or may from time to time
become parties to the Credit Agreement (collectively, the
"Lenders" and, individually, a "Lender"), and the Agent are
-------- -------
parties to the Credit Agreement, dated as of February 15, 1994,
as amended by the First Amendment to Credit Agreement, dated as
of July 21, 1994, the Second Amendment to Credit Agreement, dated
as of March 10, 1995, the Third Amendment to Credit Agreement and
Acknowledgment, dated as of July 20, 1995, the Fourth Amendment
to Credit Agreement, dated as of October 17, 1995, the Fifth
Amendment to Credit Agreement, dated as of December 11, 1995, the
Sixth Amendment to Credit Agreement, dated as of October 1, 1996,
the Seventh Amendment to Credit Agreement, dated as of December
17, 1996, the Eighth Amendment to Credit Agreement, dated as of
February 24, 1997, and the Ninth Amendment to Credit Agreement,
dated as of April 21, 1997 (the "Credit Agreement"); and
-----------------
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a Tenth
Amendment to Credit Agreement (the "Tenth Amendment"); and
---------------
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Tenth Amendment to execute
this Supplement; and
WHEREAS, the Required Lenders have consented to the
execution and delivery of this Supplement by the Agent;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Addition of New Kaiser Subsidiary.
----------------------------------
On and after the Tenth Amendment Effective Date (as
defined in the Tenth Amendment), the New Kaiser Subsidiary shall
be a party to the Subsidiary Security Agreement and the terms
"Kaiser Subsidiary" and "Kaiser Subsidiaries" (as used in the
Subsidiary Security Agreement) shall include and also be a
reference to the New Kaiser Subsidiary. Schedules I through VI
of the Subsidiary Security Agreement are hereby supplemented to
include the information set forth on Schedules I through VI
hereto with respect to the New Kaiser Subsidiary.
Section 2. Kaiser Subsidiary's Representations and
----------------------------------------
Warranties.
- -----------
In order to induce the Agent to enter into this
Supplement and to supplement the Subsidiary Security Agreement in
the manner provided herein, and to induce the Required Lenders to
consent to such action by the Agent, the New Kaiser Subsidiary
represents and warrants as a Kaiser Subsidiary to each Lender and
the Agent that, as of the Tenth Amendment Effective Date after
giving effect to the effectiveness of this Supplement, the
following statements are true and correct in all material
respects:
A. Authorization of Agreements. The execution and
----------------------------
delivery of this Supplement by such Kaiser Subsidiary and the
performance of the Subsidiary Security Agreement as supplemented
by this Supplement (the "Supplemented Agreement") by such Kaiser
-----------------------
Subsidiary are within such Kaiser Subsidiary's corporate powers
and have been duly authorized by all necessary corporate action
on the part of such Kaiser Subsidiary.
B. No Conflict. The execution and delivery by such
------------
Kaiser Subsidiary of this Supplement and the performance by such
Kaiser Subsidiary of the Supplemented Agreement do not:
(1) contravene such Kaiser Subsidiary's Organic
Documents;
(2) contravene the Senior Indenture, the New
Senior Indenture, the Additional New Senior Indentures or the
Subordinated Indenture or contravene any other contractual
restriction where such a contravention has a reasonable
possibility of having a Materially Adverse Effect or contravene
any law or governmental regulation or court decree or order
binding on or affecting such Kaiser Subsidiary or any of its
Subsidiaries; or
(3) result in, or require the creation or
imposition of, any Lien on any of such Kaiser Subsidiary's
properties, other than pursuant to the Loan Documents.
C. Binding Obligation. This Supplement has been duly
------------------
executed and delivered by such Kaiser Subsidiary and this
Supplement and the Supplemented Agreement constitute the legal,
valid and binding obligations of such Kaiser Subsidiary,
enforceable against such Kaiser Subsidiary in accordance with
their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating
to or limiting creditors' rights generally and by general
principles of equity.
D. Governmental Approval, Regulation, etc. No
----------------------------------------
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or
performance of this Supplement by such Kaiser Subsidiary, other
than the filing of appropriate financing statements.
Section 4. Miscellaneous.
--------------
A. Applicable Law. THIS SUPPLEMENT SHALL BE DEEMED
---------------
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH LAWS
RELATING TO CONFLICTS OF LAWS.
B. Headings. The various headings of this Supplement
---------
are inserted for convenience only and shall not affect the
meaning or interpretation of this Supplement or any provision
hereof.
C. Counterparts. This Supplement may be executed by
-------------
the parties hereto in several counterparts and by the different
parties on separate counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but
one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached
to the same document.
D. Severability. Any provision of this Supplement
-------------
which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Supplement or
affecting the validity or enforceability of such provisions in
any other jurisdiction.
IN WITNESS WHEREOF, this Supplement has been duly
executed and delivered as of the day and year first above
written.
BANKAMERICA BUSINESS CREDIT, KAISER BELLWOOD CORPORATION
INC., as Agent
By: By:
---------------------- ----------------------
Name:Michael J. Jasaitis Name: Karen A. Twitchell
Its: Vice President Its: Treasurer
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL
INVESTMENT, INC.
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, INC. KAISER ALUMINUM TECHNICAL
SERVICES, INC.
By: By:
----------------------- -----------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM
INTERNATIONAL, INC.
By: By:
---------------------- -----------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION
CORPORATION
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER TEXAS SIERRA MICROMILLS, LLC KAISER TEXAS MICROMILL
HOLDINGS, LLC
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
Supplement to the Subsidiary Security Agreement
-----------------------------------------------
Schedule I
U.S. Trademarks, Trade Names and Service Marks
As of the Tenth Amendment Effective Date, there
are no Trademarks registered in the name of the New
Kaiser Subsidiary in the United States Patent and
Trademark Office.
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule II
U.S. Patents
As of the Tenth Amendment Effective Date, there
are no Patents registered in the name of the New Kaiser
Subsidiary in the United States Patent and Trademark
Office.
Supplement to the Subsidiary Security Agreement
-----------------------------------------------
Schedule III
Location of Collateral
The chief place of business and the chief executive
office of the New Kaiser Subsidiary as of the Tenth Amendment
Effective Date is, and for the four-month period immediately
preceding such date (or such shorter time as such New Kaiser
Subsidiary has been organized) has been, located at 6177 Sunol
Boulevard, Pleasanton, California 94566-7769 or 5847 San Felipe,
Suite 2600, Houston, Texas 77057-3010.
As of the Tenth Amendment Effective Date, all of the
current books and records located in the United States of the New
Kaiser Subsidiary, including its records regarding any Accounts
and contracts relating to any Accounts and all originals, if any,
of Chattel Paper and Documents (including all Documents covering
any Goods of such New Kaiser Subsidiary), and all of the New
Kaiser Subsidiary's other books and records, contracts, Chattel
Paper, Equipment, Documents, Inventory, and other Goods located
in the United States (excluding such books and records,
Documents, Equipment, contracts, Chattel Paper, Inventory, or
other Goods which are in transit or which are otherwise
temporarily off such premises in the ordinary course of such New
Kaiser Subsidiary's business) are located at:
6177 SUNOL BOULEVARD
PLEASANTON, CALIFORNIA 94566-7769
(ALAMEDA COUNTY)
5847 SAN FELIPE
SUITE 2600
HOUSTON, TEXAS 77057-3010
(HARRIS COUNTY)
1901 REYMET ROAD
RICHMOND, VIRGINIA 23237
6601 WEST BROAD STREET
RICHMOND, VIRGINIA 23230
401 MADRID AVENUE
TORRANCE, CALIFORNIA 90509
(LOS ANGELES COUNTY)
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule IV
Third Party Locations of Collateral
As of the Tenth Amendment Effective Date, Collateral of the
New Kaiser Subsidiary may be located at the following third party
locations:
CNC MACHINING
515 HULL STREET
RICHMOND, VIRGINIA 23224
B & B ELECTROPLATING
400 MCGEE WAY
BELTON, SOUTH CAROLINA 29627
(ANDERSON COUNTY)
ROBIN INDUSTRIES
1265 WEST 65TH STREET
CLEVELAND, OHIO 44102
(CUYAHOGA COUNTY)
WASHINGTON ALUMINUM
1330 KNECHT AVE.
BALTIMORE, MARYLAND 21226
(BALTIMORE COUNTY)
AEROTEC INC.
9505 JEFFERSON DAVIE HWY.
RICHMOND, VIRGINIA 23237
IMCO RECYCLING INC.
388 WILLIAMSON DRIVE
LOUDON, TN 37774
(LOUDON COUNTY)
MUELLER IMPACTS CO.
2409 WILLS STREET
MARYSVILLE, MI 48040
(ST. CLAIR COUNTY)
Supplement to the Subsidiary Security Agreement
-----------------------------------------------
Schedule V
Deposit and Cash Equivalent Investment Accounts
As of the Tenth Amendment Effective Date, the New Kaiser
Subsidiary has no deposit accounts or accounts for holding Cash
Equivalent Investments in the United States. It is anticipated
that the New Kaiser Subsidiary will open account no. 79-51868 at
Bank of America, 231 South La Salle Street, Chicago, Illinois.
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule VI
List of Trade Names and Fictitious Business Names
No additional information.
List of Filing Offices
Reference is made to Schedule B to the opinion of Kramer,
Levin, Naftalis & Frankel, dated June 27, 1997, which Schedule B
is incorporated herein by this reference.
EXHIBIT B
SUPPLEMENT TO SUBSIDIARY GUARANTY
---------------------------------
THIS SUPPLEMENT TO SUBSIDIARY GUARANTY (this
"Supplement"), dated as of June 25, 1997, is by and between
----------
Kaiser Bellwood Corporation, a Delaware corporation, (the "New
----
Kaiser Subsidiary"), and BankAmerica Business Credit, Inc., a
- ------------------
Delaware corporation, as agent for the Secured Lenders (as
defined in the Credit Agreement referred to below) (in such
capacity, together with its successors and assigns in such
capacity, the "Agent"). Capitalized terms used, but not defined,
-----
herein shall have the meanings given to such terms in the Credit
Agreement, as amended by the Tenth Amendment.
W I T N E S S E T H:
WHEREAS, Kaiser Aluminum & Chemical Corporation, a
Delaware corporation (the "Company"), Kaiser Aluminum
--------
Corporation, a Delaware corporation (the "Parent Guarantor"), the
-----------------
various financial institutions that are or may from time to time
become parties to the Credit Agreement (collectively, the
"Lenders" and, individually, a "Lender"), and the Agent are
-------- -------
parties to the Credit Agreement, dated as of February 15, 1994,
as amended by the First Amendment to Credit Agreement, dated as
of July 21, 1994, the Second Amendment to Credit Agreement, dated
as of March 10, 1995, the Third Amendment to Credit Agreement and
Acknowledgment, dated as of July 20, 1995, the Fourth Amendment
to Credit Agreement, dated as of October 17, 1995, the Fifth
Amendment to Credit Agreement, dated as of December 11, 1995, the
Sixth Amendment to Credit Agreement, dated as of October 1, 1996,
the Seventh Amendment to Credit Agreement, dated as of December
17, 1996, the Eighth Amendment to Credit Agreement, dated as of
February 24, 1997, and the Ninth Amendment to Credit Agreement,
dated as of April 21, 1997; and
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a Tenth
Amendment to Credit Agreement (the "Tenth Amendment"); and
----------------
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Tenth Amendment to execute
this Supplement; and
WHEREAS, the Required Lenders have consented to the
execution and delivery of this Supplement by the Agent;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Addition of New Kaiser Subsidiary.
-------------------- -------------
On and after the Tenth Amendment Effective Date (as
defined in the Tenth Amendment), the New Kaiser Subsidiary shall
be party to the Subsidiary Guaranty and the terms "Guarantor" and
"Guarantors" (as used in the Subsidiary Guaranty) shall include
and also be a reference to the New Kaiser Subsidiary.
Section 2. Guarantors' Representations and Warranties.
------------------------------------------
In order to induce the Agent to enter into this
Supplement and to supplement the Subsidiary Guaranty in the
manner provided herein, and to induce the Required Lenders to
consent to such action by the Agent, the New Kaiser Subsidiary
represents and warrants as a Guarantor to each Lender and the
Agent that, as of the Tenth Amendment Effective Date after giving
effect to the effectiveness of this Supplement, the following
statements are true and correct in all material respects:
A. Authorization of Agreements. The execution and
---------------------------
delivery of this Supplement by such Guarantor and the performance
of the Subsidiary Guaranty as supplemented by this Supplement
(the "Supplemented Agreement") by such Guarantor are within such
----------------------
Guarantor's corporate powers and have been duly authorized by all
necessary corporate action on the part of such Guarantor.
B. No Conflict. The execution and delivery by such
-----------
Guarantor of this Supplement and the performance by such
Guarantor of the Supplemented Agreement do not:
(1) contravene such Guarantor's Organic
Documents;
(2) contravene the Senior Indenture, the New
Senior Indenture, the Additional New Senior Indentures or the
Subordinated Indenture or contravene any other contractual
restriction where such a contravention has a reasonable
possibility of having a Materially Adverse Effect or contravene
any law or governmental regulation or court decree or order
binding on or affecting such Guarantor or any of its
Subsidiaries; or
(3) result in, or require the creation or
imposition of, any Lien on any of such Guarantor's properties,
other than pursuant to the Loan Documents.
C. Binding Obligation. This Supplement has been duly
------------------
executed and delivered by such Guarantor and this Supplement and
the Supplemented Agreement constitute the legal, valid and
binding obligations of such Guarantor, enforceable against such
Guarantor in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally
and by general principles of equity.
D. Governmental Approval, Regulation, etc. No
----------------------------------------
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or
performance of this Supplement by such Guarantor.
Section 3. Miscellaneous.
--------------
A. Applicable Law. THIS SUPPLEMENT SHALL BE DEEMED
---------------
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH LAWS
RELATING TO CONFLICTS OF LAWS.
B. Headings. The various headings of this Supplement
---------
are inserted for convenience only and shall not affect the
meaning or interpretation of this Supplement or any provision
hereof.
C. Counterparts. This Supplement may be executed by
-------------
the parties hereto in several counterparts and by the different
parties on separate counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but
one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached
to the same document.
D. Severability. Any provision of this Supplement
------------
which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Supplement or
affecting the validity or enforceability of such provisions in
any other jurisdiction.
IN WITNESS WHEREOF, this Supplement has been duly
executed and delivered as of the day and year first above
written.
BANKAMERICA BUSINESS CREDIT, KAISER BELLWOOD CORPORATION
INC., as Agent
By: By:
--------------------------- ---------------------------
Name:Michael J. Jasaitis Name: Karen A. Twitchell
Its: Vice President Its: Treasurer
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL
INVESTMENT, INC.
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, INC. KAISER ALUMINUM TECHNICAL
SERVICES, INC.
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM
INTERNATIONAL, INC.
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION
CORPORATION
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
ALPART JAMAICA INC. KAISER JAMAICA CORPORATION
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER TEXAS SIERRA MICROMILLS, KAISER TEXAS MICROMILL
LLC HOLDINGS, LLC
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
EXHIBIT C
SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT
-----------------------------------------
THIS SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT (this
"Supplement"), dated as of June 25, 1997, is by and between
----------
Kaiser Bellwood Corporation, a Delaware corporation,(the "New
----
Kaiser Subsidiary"), and BankAmerica Business Credit, Inc., a
- ------------------
Delaware corporation, as agent for the Secured Lenders (as
defined in the Credit Agreement referred to below) (in such
capacity, together with its successors and assigns in such
capacity, the "Agent"). Capitalized terms used, but not defined,
-----
herein shall have the meanings given to such terms in the Credit
Agreement, as amended by the Tenth Amendment.
W I T N E S S E T H:
WHEREAS, Kaiser Aluminum & Chemical Corporation, a
Delaware corporation (the "Company"), Kaiser Aluminum
--------
Corporation, a Delaware corporation (the "Parent Guarantor"), the
-----------------
various financial institutions that are or may from time to time
become parties to the Credit Agreement (collectively, the
"Lenders" and, individually, a "Lender"), and the Agent are
-------- -------
parties to the Credit Agreement, dated as of February 15, 1994,
as amended by the First Amendment to Credit Agreement, dated as
of July 21, 1994, the Second Amendment to Credit Agreement, dated
as of March 10, 1995, the Third Amendment to Credit Agreement and
Acknowledgment, dated as of July 20, 1995, the Fourth Amendment
to Credit Agreement, dated as of October 17, 1995, the Fifth
Amendment to Credit Agreement, dated as of December 11, 1995, the
Sixth Amendment to Credit Agreement, dated as of October 1, 1996,
the Seventh Amendment to Credit Agreement, dated as of December
17, 1996, the Eighth Amendment to Credit Agreement, dated as of
February 24, 1997, and the Ninth Amendment to Credit Agreement,
dated as of April 21, 1997; and
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a Tenth
Amendment to Credit Agreement (the "Tenth Amendment"); and
----------------
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Tenth Amendment to execute
this Supplement; and
WHEREAS, the Required Lenders have consented to the
execution and delivery of this Supplement by the Agent;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Addition of New Kaiser Subsidiary.
----------------------------------
On and after the Tenth Amendment Effective Date (as
defined in the Tenth Amendment), the New Kaiser Subsidiary shall
be a party to the Subsidiary Pledge Agreement and the terms
"Pledgor" and "Pledgors" (as used in the Subsidiary Pledge
Agreement) shall include and also be a reference to the New
Kaiser Subsidiary.
Section 2. Pledgor's Representations and Warranties.
-----------------------------------------
In order to induce the Agent to enter into this
Supplement and to supplement the Subsidiary Pledge Agreement in
the manner provided herein, and to induce the Required Lenders to
consent to such action by the Agent, the New Kaiser Subsidiary
represents and warrants as a Pledgor to each Lender and the Agent
that, as of the Tenth Amendment Effective Date after giving
effect to the effectiveness of this Supplement, the following
statements are true and correct in all material respects:
A. Authorization of Agreements. The execution and
----------------------------
delivery of this Supplement by such Pledgor and the performance
of the Subsidiary Pledge Agreement as supplemented by this
Supplement (the "Supplemented Agreement") by such Pledgor are
-----------------------
within such Pledgor's corporate powers and have been duly
authorized by all necessary corporate action on the part of such
Pledgor.
B. No Conflict. The execution and delivery by such
------------
Pledgor of this Supplement and the performance by such Pledgor of
the Supplemented Agreement do not:
(1) contravene such Pledgor's Organic Documents;
(2) contravene the Senior Indenture, the
Subordinated Indenture, the New Senior Indenture, or the
Additional New Senior Indentures or contravene any other
contractual restriction where such a contravention has a
reasonable possibility of having a Materially Adverse Effect or
contravene any law or governmental regulation or court decree or
order binding on or affecting such Pledgor or any of its
Subsidiaries; or
(3) result in, or require the creation or
imposition of, any Lien on any of such Pledgor's properties,
other than pursuant to the Loan Documents.
C. Binding Obligation. This Supplement has been duly
-------------------
executed and delivered by such Pledgor and this Supplement and
the Supplemented Agreement constitute the legal, valid and
binding obligations of such Pledgor, enforceable against such
Pledgor in accordance with their respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights
generally and by general principles of equity.
D. Governmental Approval, Regulation, etc. No
----------------------------------------
authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or
performance of this Supplement by such Pledgor.
Section 3. Miscellaneous.
--------------
A. Applicable Law. THIS SUPPLEMENT SHALL BE DEEMED
---------------
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH LAWS
RELATING TO CONFLICTS OF LAWS.
B. Headings. The various headings of this Supplement
---------
are inserted for convenience only and shall not affect the
meaning or interpretation of this Supplement or any provision
hereof.
C. Counterparts. This Supplement may be executed by
-------------
the parties hereto in several counterparts and by the different
parties on separate counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but
one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached
to the same document.
D. Severability. Any provision of this Supplement
-------------
which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Supplement or
affecting the validity or enforceability of such provisions in
any other jurisdiction.
IN WITNESS WHEREOF, this Supplement has been duly
executed and delivered as of the day and year first above
written.
BANKAMERICA BUSINESS CREDIT, KAISER BELLWOOD CORPORATION
INC., as Agent
By: By:
--------------------------- -------------------------
Name:Michael J. Jasaitis Name: Karen A. Twitchell
Its: Vice President Its: Treasurer
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL
INVESTMENT, INC.
By: By:
---------------------- -------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, INC. KAISER ALUMINUM TECHNICAL
SERVICES, INC.
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM
INTERNATIONAL, INC.
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION
CORPORATION
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer
KAISER TEXAS SIERRA MICROMILLS, LLC KAISER TEXAS MICROMILL
HOLDINGS, LLC
By: By:
---------------------- ------------------------
Name Printed: Karen A. Twitchell Name Printed: Karen A. Twitchell
Its: Treasurer Its: Treasurer