AGREEMENT AND AMENDMENT NO. 2
THIS AGREEMENT AND AMENDMENT NO. 2 is made as of May 14, 1999, by and among
NORTHWEST ALUMINUM COMPANY, NORTHWEST ALUMINUM SPECIALTIES, INC., GOLDENDALE
ALUMINUM COMPANY, NORTHWEST ALUMINUM TECHNOLOGIES, LLC (each a "Borrower" and
collectively, the "Borrowers"), BANKBOSTON, N.A., as Administrative Agent, U.S.
BANK NATIONAL ASSOCIATION, as Documentation Agent and the LENDERS whose
signatures appear at the end of this Agreement.
WHEREAS, the parties hereto are parties to a certain Credit Agreement,
dated as of December 21, 1998, as amended (the "Credit Agreement"; terms defined
in the Credit Agreement are used herein with the same meanings); and
WHEREAS, the Borrowers have requested certain changes to and certain
waivers under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement.
(a) Section 5.1(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) (i) as soon as available to the Borrowers, but in any event
within 45 days after the end of each fiscal quarter of GNA, a
consolidated balance sheet of GNA as of the end of, and related
consolidated statements of income, retained earnings and cash flows of
GNA for, the quarter then ended and the portion of the year then
ended, prepared in accordance with GAAP and certified by the chief
financial officer of GNA, subject to the absence of footnotes and
normal, recurring year-end adjustments that shall not in the aggregate
be material in amount; and (ii) as soon as available to the Borrowers,
but in any event within 30 days after the end of each month, a balance
sheet of GAC and a combined balance sheet of NAC and NAS as of the end
of, and related statements of income, retained
earnings and cash flows of GAC and of NAC and NAS (on a combined
basis) for, the month then ended and the portion of the year then
ended, prepared in accordance with GAAP and certified by the chief
financial officer of NAC, as agent for the Borrowers, subject to the
absence of footnotes and normal, recurring year-end adjustments that
shall not in the aggregate be material in amount;"
(b) Section 5.1(c) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(c) a Borrowing Base Report, together with such other
information regarding Inventory and Accounts Receivable as the
Administrative Agent may require: (i) as soon as available but in any
event within 15 days after the end of each month, calculated as of the
last day of such month, and (ii) in addition to and without limiting
the requirements of clause (i) of this Section 5.1(c), in the event
the average Total Outstandings (calculated each day for a rolling
period of 60 consecutive days by the Administrative Agent whose
calculation, absent manifest error, shall be controlling) is greater
than $10,000,000, as soon as available, but in any event within five
(5) Business Days after the end of each week, calculated as of the
last day (which shall be the Sunday of such week) of such week;"
(c) Section 5.14(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"(b) No Borrower shall enter into any other Tolling Agreement
relating to alumina unless such Borrower shall have given the
Administrative Agent and the Lenders ten (10) Business Days prior
notice of its intention to do so. The Borrowers shall furnish such
information with respect to any Tolling Agreement as the
Administrative Agent or any Lender shall reasonably request."
2. Representations. The Borrowers represent and warrant to the Agents and
the Lenders as follows:
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(a) The Borrowers are not in compliance with: (i) the requirements of
Section 5.1(a)(iii) of the Credit Agreement for the fiscal year ended September
30, 1998; (ii) the requirements of Section 5.1(b) of the Credit Agreement for
the months ended December 31, 1998, and January 31, February 28, and March 31,
1999; (iii) the requirements of Section 5.1(c) of the Credit Agreement for any
week completed between December 21, 1998 and the date hereof; (iv) the
requirements of Section 5.9(a) of the Credit Agreement with respect to the
matters referenced in clauses (i) through (iii), and (v) of this Paragraph 2(a);
and (v) the requirements of Section 5.14(b) of the Credit Agreement as a result
of the Borrowers' entry into a scrap aluminum Tolling Agreement with Hot Metal
Molding;
(b) Other than as described in Paragraph 2(a) hereof, no Default has
occurred and is continuing on the date hereof;
(c) The representations and warranties contained in Section 4 of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof (except with respect to Defaults referenced in Paragraph 2(a)
hereof, and except to the extent that such representations and warranties
expressly relate to an earlier date); and
(d) The resolutions referred to in Section 3.1 of the Credit Agreement
remain in full force and effect.
3. Waiver. The Lenders hereby waive the Defaults referenced in Paragraph
2(a) hereof.
4. General. The foregoing amendments and waivers are limited as provided
herein and do not extend to any other provisions of the Credit Agreement not
specified herein or to any other matter. The Credit Agreement is ratified and
confirmed and shall continue in full force and effect as amended hereby. This
Agreement and Amendment No. 1 may be executed in any number of counterparts with
the same effect as if the signatures hereto and thereto were upon the same
instrument.
[Intentionally Left Blank]
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IN WITNESS WHEREOF, this Agreement and Amendment No. 1 has been executed as
a sealed instrument as of the date first set forth above.
NORTHWEST ALUMINUM COMPANY
NORTHWEST ALUMINUM SPECIALTIES, INC.
GOLDENDALE ALUMINUM COMPANY
By:
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Name:
Title:
NORTHWEST ALUMINUM
TECHNOLOGIES, LLC
By: Golden Northwest Aluminum, Inc.,
its Member
By:
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Name:
Title:
BANKBOSTON, N.A., Individually and as
Administrative Agent
By: JAMES J. WARD
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James J. Ward, Director
U.S. BANK NATIONAL ASSOCIATION,
Individually and as Documentation Agent
By:
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Name:
Title:
NATIONAL BANK OF CANADA
By:
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Name:
Title:
By:
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Name:
Title:
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