EXECUTION COPY
FIFTEENTH AMENDMENT TO CREDIT AGREEMENT
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THIS FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of February 23, 1999, is by and between
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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, the Ninth
Amendment to Credit Agreement and Acknowledgment, dated as of
April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998 (the "Credit
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Agreement"); and
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WHEREAS, the parties hereto have agreed to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendments to Credit Agreement.
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1.1 Amendments to Article I: Definitions.
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Section 1.1 of the Credit Agreement is hereby amended
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by adding the following definitions in the appropriate
alphabetical order:
"'KLHP' means Kaiser LaRoche Hydrate Partners, a
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Delaware partnership."
"'Kaiser Transaction' means Kaiser Transaction Corp., a
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Delaware corporation."
1.2 Amendments to Article IX: Covenants.
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A. Section 9.2.2(b)(i) of the Credit Agreement is hereby
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amended by adding the phrase ", Kaiser Transaction" after the
phrase "Texas Sierra" contained therein.
B. Section 9.2.4(b) of the Credit Agreement is hereby
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amended to read in its entirety as follows:
"(b) Interest Coverage Ratio. The Company shall not
permit the Interest Coverage Ratio (i) for the one Fiscal
Quarter period ending March 31, 1996 to be less than 1.1 to
1.0, (ii) for the two Fiscal Quarter period ending June 30,
1996 to be less than 1.2 to 1.0, (iii) for the three Fiscal
Quarter period ending September 30, 1996 to be less than 0.5
to 1.0, (iv) for the four Fiscal Quarter period ending
December 31, 1996 to be less than 0.3 to 1.0, (v) for the
one Fiscal Quarter period ending June 30, 1997 to be less
than 0.2 to 1.0, (vi) for the two Fiscal Quarter period
ending September 30, 1997 to be less than 0.4 to 1.0,
(vii) for the three Fiscal Quarter period ending
December 31, 1997 to be less than 0.6 to 1.0 and (viii) for
the four Fiscal Quarter period ending on the last day of
each of the Fiscal Quarters set forth below to be less than
the correlative ratio indicated:
Date
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Ratio
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First Fiscal Quarter of 1998
0.80 to 1.0
Second Fiscal Quarter of 1998
1.20 to 1.0
Third Fiscal Quarter of 1998
1.60 to 1.0
Fourth Fiscal Quarter of 1998
1.10 to 1.0
First Fiscal Quarter of 1999
0.90 to 1.0
Second Fiscal Quarter of 1999
0.75 to 1.0
Third Fiscal Quarter of 1999
0.75 to 1.0
Fourth Fiscal Quarter of 1999
1.00 to 1.0
First Fiscal Quarter of 2000
1.00 to 1.0
Second Fiscal Quarter of 2000
1.25 to 1.0
Third Fiscal Quarter of 2000
1.25 to 1.0
Fourth Fiscal Quarter of 2000
1.50 to 1.0
First Fiscal Quarter of 2001
1.50 to 1.0
Second Fiscal Quarter of 2001
2.00 to 1.0
; provided that for purposes of calculating the Interest
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Coverage Ratio under this Section 9.2.4(b), (x) EBITDA shall
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exclude the effect of any non-cash charges, up to an
aggregate amount of $50,000,000, in respect of the Micromill
project, including (without limitation) any write-down of
assets located at the Center for Technology in Pleasanton,
California, and at the Micromill facility near Reno, Nevada,
and (y) for purposes of calculating Adjusted Capital
Expenditures, Capital Expenditures shall exclude the
purchase price paid by Kaiser Transaction to acquire the 45%
interest in KLHP owned by LaRoche Industries Inc."
C. Section 9.2.5 of the Credit Agreement is hereby amended
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by (i) adding the phrase ", Kaiser Transaction, KLHP" after the
phrase "KJBC" contained in clause (f) thereof; (ii) deleting the
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word "and" at the end of clause (t) thereof; (iii) deleting the
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period at the end of clause (u) thereof and substituting "; and"
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therefor; and (iv) adding the following as new clause (v)
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thereof:
"(v) Investments by the Company in Kaiser
Transaction in an amount not to exceed, in the aggregate at
any one time outstanding, the lesser of (i) the purchase
price paid by Kaiser Transaction to acquire the 45% interest
in KLHP owned by LaRoche Industries Inc. and (ii)
$12,000,000; and Investments by Kaiser Transaction in KLHP
in an amount not to exceed, in the aggregate at any one time
outstanding, the lesser of (x) the purchase price paid by
Kaiser Transaction to acquire the 45% interest in KLHP owned
by LaRoche Industries Inc. and (y) $12,000,000."
D. Section 9.2.11 of the Credit Agreement is hereby
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amended by (i) deleting the word "and" at the end of clause (l)
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thereof; (ii) deleting the period at the end of clause (m)
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thereof and substituting "; and" therefor; and (iii) adding the
following as new clause (n) thereof:
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"(n) a sale by the Company of its partnership
interests and membership interests in AKW and AKW LLC,
respectively, to Accuride Corporation or an affiliate
thereof for an aggregate cash purchase price equal to or
greater than $60,000,000."
E. Section 9.2.13(c) of the Credit Agreement is hereby
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amended by adding ", Kaiser Transaction" after the phrase "KFC"
in the parenthetical contained therein.
F. Section 9.2.18 of the Credit Agreement is hereby
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amended by amending clause (vi) thereof to read in its entirety
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as follows:
"(vi) Investments permitted by Sections 9.2.5(f),
9.2.5(n), 9.2.5(o), 9.2.5(q), 9.2.5(r), 9.2.5(s), 9.2.5(t),
9.2.5(u), and 9.2.5(v);"
Section 2. Acknowledgement and Consent.
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Subject to the terms and conditions set forth herein
and in reliance on the representations and warranties of the
Company herein contained, the Lenders hereby acknowledge and
consent to (i) the amendment of the lease entered into by the
Company and AKW with respect to a portion of the property owned
by the Company located in Erie, Pennsylvania to the extent
necessary to (x) change the rental rate for the first five-year
renewal of such lease from fair market rental value to $1.00 per
year in connection with the sale by the Company of its
partnership interests and membership interests in AKW and AKW
LLC, respectively, to Accuride Corporation or an affiliate
thereof and (y) include under such lease that portion of the
improved property located at the Erie, Pennsylvania site that is
not currently subject to such lease, and (ii) 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 Transaction
as a "Subsidiary Guarantor" (under and as defined in the Senior
Indenture, New Senior Indenture, Additional New Senior Indentures
and Subordinated Indenture).
Section 3. Supplements to Collateral Documents.
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The parties hereto hereby agree that, as of the
Fifteenth 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 Transaction and 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. Conditions to Effectiveness.
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This Amendment shall become effective as of December
31, 1998 only when, except as set forth in Sections 4B(10), (11)
and (12) below, 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 "Fifteenth 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).
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, a Pledge Amendment to the Company Pledge Agreement,
dated as of February 23, 1999, with respect to the stock of
Kaiser Transaction (the "Pledge Amendment"), certified by their
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respective corporate secretaries or assistant secretaries 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 Supplement to Subsidiary
Security Agreement, dated as of February 23, 1999, by and between
Kaiser Transaction and the Agent (the "Subsidiary Security
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Supplement") duly executed on behalf of Kaiser Transaction and
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the Agent;
(4) Copies of the Supplement to Subsidiary
Guaranty, dated as of February 23, 1999, by and between Kaiser
Transaction and the Agent (the "Subsidiary Guaranty Supplement")
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duly executed on behalf of Kaiser Transaction and the Agent;
(5) Copies of the Supplement to Subsidiary Pledge
Agreement, dated as of February 23, 1999, by and between Kaiser
Transaction and the Agent (the "Subsidiary Pledge Supplement")
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duly executed on behalf of Kaiser Transaction and the Agent;
(6) Certified copies of the Certificate of
Incorporation of Kaiser Transaction;
(7) Copies of the Bylaws of Kaiser Transaction,
certified as of the date of delivery to the Agent by its
corporate secretary or an assistant secretary or other authorized
representative;
(8) Resolutions of the Board of Directors of
Kaiser Transaction approving and authorizing the execution,
delivery and performance of the Subsidiary Security Supplement,
the Subsidiary Guaranty Supplement and the Subsidiary Pledge
Supplement, 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
Transaction;
(9) A signature and incumbency certificate of the
officers of Kaiser Transaction executing the Subsidiary Security
Supplement, the Subsidiary Guaranty Supplement and the Subsidiary
Pledge Supplement;
(10) Duly executed financing statements (Form
UCC-1) naming Kaiser Transaction 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 (which
financing statements may be received by the Agent no later than
five Business Days after the Fifteenth Amendment Effective Date);
(11) Stock certificates evidencing 100% of the
issued and outstanding shares of capital stock of Kaiser
Transaction, accompanied by undated stock powers duly executed in
blank (which stock certificates may be received by the Agent no
later than five Business Days after the Fifteenth Amendment
Effective Date);
(12) Copies of the Pledge Amendment duly executed
on behalf of the Company (which Pledge Amendment may be received
by the Agent no later than five Business Days after the Fifteenth
Amendment Effective Date);
(13) For each Lender, an opinion, addressed to the
Agent and each Lender, from Kramer Levin Naftalis & Frankel LLP,
in form and substance satisfactory to the Agent; and
(14) Such other information, approvals, opinions,
documents or instruments as the Agent may reasonably request.
Section 5. 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 in the
manner provided herein, the Parent Guarantor and the Company
represent and warrant to each Lender and the Agent that, as of
the Fifteenth 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 Company
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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 from
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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 6. 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.
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 7. Miscellaneous.
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A. Reference to and Effect on the Credit Agreement and the
Other Loan Documents.
(1) On and after the Fifteenth 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 BE A
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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 are
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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 the
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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 which is
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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
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
BANKAMERICA BUSINESS CREDIT, BANKAMERICA BUSINESS
CREDIT, INC. INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Michael J. Jasaitis
Name Printed: Michael J. Jasaitis Name Printed: Michael J.
Jasaitis
Its: Vice President Its: Vice President
BANK OF AMERICA NATIONAL TRUST THE CIT GROUP/BUSINESS
AND SAVINGS ASSOCIATION CREDIT, INC.
By:/s/Michael Balor By:/s/Dan Hughes
Name Printed: Michael Balor Name Printed: Dan Hughes
Its: Managing Director Its: Vice President
CONGRESS FINANCIAL CORPORATION HELLER FINANCIAL, INC.
(WESTERN)
By:/s/Kristine Metchikian By:/s/T. Bukowski
Name Printed: Kristine Metchikian Name Printed: T. Bukowski
Its: Vice President Its: Sr. Vice President
LA SALLE NATIONAL BANK TRANSAMERICA BUSINESS
CREDIT CORPORATION
By:/s/Douglas C. Colletti By:/s/Robert L. Heinz
Name Printed: Douglas C. Colletti Name Printed: Robert L.
Heinz
Its: First Vice President Its: Senior Vice
President
ABN AMRO BANK N.V.
San Francisco International Branch
By: ABN AMRO North America,
Inc., as agent
By:/s/ Jeffrey A. French
Name Printed: Jeffrey A. French
Its: Group Vice President
By:/s/ Michael M. Tolentino
Name Printed: Michael M. Tolentino
Its: Vice President
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION KAISER ALUMINUM &
CHEMICAL INVESTMENT, 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 ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. 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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer
EXHIBIT A
SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT
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THIS SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT (this
"Supplement"), dated as of February 23, 1999, is by and between
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Kaiser Transaction Corp., a Delaware corporation (the "New Kaiser
----------
Subsidiary"), and BankAmerica Business Credit, Inc., a Delaware
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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").
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Capitalized terms used, but not defined, herein shall have the
meanings given to such terms in the Credit Agreement, as amended
by the Fifteenth Amendment (as defined below).
W I T N E S S E T H:
WHEREAS, Kaiser Aluminum & Chemical Corporation, a Delaware
corporation (the "Company"), Kaiser Aluminum Corporation, a
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Delaware corporation (the "Parent Guarantor"), the various
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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
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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, the Ninth Amendment to Credit Agreement, dated
as of April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998 (the "Credit
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Agreement"); and
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WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a
Fifteenth Amendment to Credit Agreement (the "Fifteenth
----------
Amendment"); and
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WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Fifteenth 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 Fifteenth Amendment Effective Date (as
----------
defined in the Fifteenth 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.
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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 Fifteenth 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 TRANSACTION CORP.
INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Karen A. Twitchell
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:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. 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
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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer
Supplement to the Subsidiary Security Agreement
-----------------------------------------------
Schedule I
U.S. Trademarks, Trade Names and Service Marks
As of the Fifteenth 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 Fifteenth 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 Fifteenth 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 Fifteenth 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)
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule IV
Third Party Locations of Collateral
As of the Fifteenth Amendment Effective Date,
Collateral of the New Kaiser Subsidiary may be located at the
following third party locations:
None
Supplement to the Subsidiary Security Agreement
-------------------------------------------------
Schedule V
Deposit and Cash Equivalent Investment Accounts
As of the Fifteenth Amendment Effective Date, the New Kaiser
Subsidiary has no deposit accounts or accounts for holding Cash
Equivalent Investments in the United States.
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule VI
List of Trade Names and Fictitious Business Names
No additional information.
List of Filing Offices
State Office
----- ------
California Secretary of State
Texas Secretary of State
EXHIBIT B
SUPPLEMENT TO SUBSIDIARY GUARANTY
----------------------------------
THIS SUPPLEMENT TO SUBSIDIARY GUARANTY (this "Supplement"),
-----------
dated as of February 23, 1999, is by and between Kaiser
Transaction Corp., 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 Fifteenth Amendment (as defined below).
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, the Ninth Amendment to Credit Agreement, dated
as of April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998; and
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a
Fifteenth Amendment to Credit Agreement (the "Fifteenth
----------
Amendment"); and
- ---------
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Fifteenth 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 Fifteenth Amendment Effective Date (as
defined in the Fifteenth 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 Fifteenth 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 TRANSACTION CORP.
INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Karen A. Twitchell
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:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. 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 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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer
EXHIBIT C
SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT
------------------------------------------
THIS SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT (this
"Supplement"), dated as of February 23, 1999, is by and between
----------
Kaiser Transaction Corp., 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 Fifteenth Amendment (as defined below).
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, the Ninth Amendment to Credit Agreement, dated
as of April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998; and
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a
Fifteenth Amendment to Credit Agreement (the "Fifteenth
----------
Amendment"); and
- ----------
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Fifteenth 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 Fifteenth Amendment Effective Date (as
defined in the Fifteenth 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 Fifteenth 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 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 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 TRANSACTION CORP.
INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Karen A. Twitchell
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:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. 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
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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer
EXECUTION COPY
SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT
---------------------------------------------
THIS SUPPLEMENT TO SUBSIDIARY SECURITY AGREEMENT (this
"Supplement"), dated as of February 23, 1999, is by and between
----------
Kaiser Transaction Corp., 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 Fifteenth Amendment (as defined below).
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, the Ninth Amendment to Credit Agreement, dated
as of April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998 (the "Credit
------
Agreement"); and
- ---------
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a
Fifteenth Amendment to Credit Agreement (the "Fifteenth
---------
Amendment"); and
------------
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Fifteenth 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 Fifteenth Amendment Effective Date (as
---------
defined in the Fifteenth 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 Fifteenth 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 TRANSACTION CORP.
INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Karen A. Twitchell
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:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. SERVICES, INC.
By:/s/Karen A. Twitchell By: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
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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule I
U.S. Trademarks, Trade Names and Service Marks
As of the Fifteenth 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 Fifteenth 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 Fifteenth 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 Fifteenth 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)
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule IV
Third Party Locations of Collateral
As of the Fifteenth Amendment Effective Date,
Collateral of the New Kaiser Subsidiary may be located at the
following third party locations:
None
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule V
Deposit and Cash Equivalent Investment Accounts
As of the Fifteenth Amendment Effective Date, the New Kaiser
Subsidiary has no deposit accounts or accounts for holding Cash
Equivalent Investments in the United States.
Supplement to the Subsidiary Security Agreement
------------------------------------------------
Schedule VI
List of Trade Names and Fictitious Business Names
No additional information.
List of Filing Offices
State Office
California Secretary of State
Texas Secretary of State
EXECUTION COPY
SUPPLEMENT TO SUBSIDIARY GUARANTY
THIS SUPPLEMENT TO SUBSIDIARY GUARANTY (this
"Supplement"), dated as of February 23, 1999, is by and between
Kaiser Transaction Corp., 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 Fifteenth Amendment (as defined below).
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, the Ninth Amendment to Credit Agreement, dated
as of April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998; and
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a
Fifteenth Amendment to Credit Agreement (the "Fifteenth
Amendment"); and
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Fifteenth 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 Fifteenth Amendment Effective Date (as
defined in the Fifteenth 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 Fifteenth 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 TRANSACTION CORP.
INC., as Agent
By:/s/Michael J. Jasaitis By:/s/Karen A. Twitchell
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:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. 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 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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer
EXECUTION COPY
SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT
THIS SUPPLEMENT TO SUBSIDIARY PLEDGE AGREEMENT (this
"Supplement"), dated as of February 23, 1999, is by and between
Kaiser Transaction Corp., 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 Fifteenth Amendment (as defined below).
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, the Ninth Amendment to Credit Agreement, dated
as of April 21, 1997, the Tenth Amendment to Credit Agreement and
Assignment, dated as of June 25, 1997, the Eleventh Amendment to
Credit Agreement and Limited Waivers, dated as of October 20,
1997, the Twelfth Amendment to Credit Agreement, dated as of
January 13, 1998, the Thirteenth Amendment to Credit Agreement,
dated as of July 20, 1998, and the Fourteenth Amendment to Credit
Agreement, dated as of December 11, 1998; and
WHEREAS, as of the date hereof the Company, the Parent
Guarantor, the Lenders and the Agent are entering into a
Fifteenth Amendment to Credit Agreement (the "Fifteenth
Amendment"); and
WHEREAS, the New Kaiser Subsidiary is required as a
condition to the effectiveness of the Fifteenth 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 Fifteenth Amendment Effective Date (as
defined in the Fifteenth 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 Fifteenth 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 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 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 TRANSACTION CORP.
INC., as Agent
By:/s/ Michael J. Jasaitis By:/s/Karen A. Twitchell
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:/s/Karen A. Twitchell By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell Name Printed: Karen A.
Twitchell
Its: Treasurer Its: Treasurer
KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL
INC. 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
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
KAISER BELLWOOD CORPORATION
By:/s/Karen A. Twitchell
Name Printed: Karen A. Twitchell
Its: Treasurer