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Exhibit 4.35
LIMITED WAIVER REGARDING REPAYMENT OF XXXXXX BONDS
February 17, 2000
Xxxxxx Aluminum & Chemical Corporation
Xxxxxx Aluminum Corporation
0000 Xx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. XxXxx
Xxxxx X. Xxxxxxxxx
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of
February 15, 1994, as amended by First Amendment to Credit Agreement dated as of
July 21, 1994; Second Amendment to Credit Agreement dated as of March 10, 1995;
Third Amendment to Credit Agreement and Acknowledgment dated as of July 20,
1995; Fourth Amendment to Credit Agreement dated as of October 17, 1995; Fifth
Amendment to Credit Agreement dated as of December 11, 1995; Sixth Amendment to
Credit Agreement dated as of October 1, 1996; Seventh Amendment to Credit
Agreement dated as of December 17, 1996; Eighth Amendment to Credit Agreement
dated as of February 24, 1997; Ninth Amendment to Credit Agreement and
Acknowledgment dated as of April 21, 1997; Tenth Amendment to Credit Agreement
and Assignment dated as of June 25, 1997; Eleventh Amendment to Credit Agreement
and Limited Waivers dated as of October 20, 1997; Twelfth Amendment to Credit
Agreement dated as of January 13, 1998; Thirteenth Amendment to Credit Agreement
dated as of July 20, 1998; Fourteenth Amendment to Credit Agreement dated as of
December 11, 1998; Fifteenth Amendment to Credit Agreement dated as of February
23, 1999; Sixteenth Amendment to Credit Agreement dated as of March 26, 1999;
Seventeenth Amendment to Credit Agreement dated as of September 24, 1999; and
Eighteenth Amendment to Credit Agreement dated as of February 11, 2000 (said
Credit Agreement, as amended, being the "CREDIT AGREEMENT", the terms defined
therein being used herein as therein defined), among Xxxxxx Aluminum & Chemical
Corporation, a Delaware corporation ("COMPANY"), Xxxxxx Aluminum Corporation, a
Delaware corporation ("PARENT GUARANTOR"), the financial institutions listed on
the signature pages hereof ("LENDERS") and Bank of America, N.A., as Agent
("AGENT").
Company has informed Agent that Alumina Partners of Jamaica, a
Subsidiary of Company, intends to elect to purchase and cancel a portion of its
Caribbean Basin Projects Financing Authority Bonds in the aggregate principal
amount of $4,000,000 and to pay accrued interest thereon. At the request of
Company the undersigned Lenders, constituting Required Lenders under the Credit
Agreement, hereby waive compliance with the provisions of Section 9.2.6(b)(ii)
of the Credit Agreement to the extent, and only to the extent, necessary to
permit the transaction described above.
Without limiting the generality of the provisions of Section
12.1 of the Credit Agreement, the waiver set forth herein shall be limited
precisely as written and relates solely to the noncompliance by Company with the
provisions of Section 9.2.6(b)(ii) of the Credit Agreement in the manner and to
the extent described above, and nothing in this Limited Waiver shall be deemed
to (a) constitute a waiver of compliance by Company with respect to Section
9.2.6(b)(ii) of the Credit Agreement in any other instance or (ii) any other
term, provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein or (b) prejudice any right or remedy that Agent or
any Lender may now have or may have in the future under or in connection with
the Credit Agreement or any other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and conditions of
the Credit Agreement and the other Loan Documents shall remain in full force and
effect and in all other respects are hereby ratified and confirmed.
This Limited Waiver may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
THIS LIMITED WAIVER 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Limited Waiver to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
XXXXXX ALUMINUM XXXXXX ALUMINUM & CHEMICAL
CORPORATION CORPORATION
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
BANK OF AMERICA, N.A. (successor BANK OF AMERICA, N.A. (successor
to BankAmerica Business Credit, Inc.), to BankAmerica Business Credit, Inc.)
as Agent
By: /S/ XXXXXXX X. XXXXXXXX
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By: /S/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Its: Vice President
Its: Vice President
BANK OF AMERICA, N.A. (formerly THE CIT GROUP/BUSINESS
known as Bank of America National CREDIT, INC.
Trust and Savings Association)
By: /S/ XXXXXXX XXXXX By: /S/ XXXXX XXXXX
Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxxx
Its: Managing Director Its: Assistant Vice President
CONGRESS FINANCIAL XXXXXX FINANCIAL, INC.
CORPORATION (WESTERN)
By: /S/ XXXXXXXX XXXXXXXXXX By: /S/ XXXXXXX X. XXXXXXX
Name: Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Its: Vice President Its: Assistant Vice President
LA SALLE BANK NATIONAL TRANSAMERICA BUSINESS
ASSOCIATION (formerly La Salle CREDIT CORPORATION
National Bank)
By: /S/ XXX XXXXXX
By: /S/ XXXXXXX X. XXXXXXXX Name: Xxx Xxxxxx
Name: Xxxxxxx X. Xxxxxxxx Its: Vice President
Its: First Vice President
ABN AMRO BANK N.V.
By: /S/ XXXXXX XXX
Name: Xxxxxx Xxx
Its: Vice President
By: /S/ XXXXXX XXXXXXXX-XXXXXXX
Name: Xxxxxx Xxxxxxxx-Xxxxxxx
Its: Group Vice President
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION XXXXXX ALUMINUM & CHEMICAL
INVESTMENT, INC.
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
XXXXXX ALUMINUM PROPERTIES, XXXXXX ALUMINUM TECHNICAL
INC. SERVICES, INC.
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
OXNARD FORGE DIE COMPANY, INC. XXXXXX ALUMINIUM INTERNATIONAL, INC.
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
KAISER ALUMINA AUSTRALIA CORPORATION KAISER FINANCE CORPORATION
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
ALPART JAMAICA INC. INC. KAISER JAMAICA CORPORATION
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
KAISER BAUXITE COMPANY KAISER EXPORT COMPANY
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
KAISER MICROMILL KAISER SIERRA
HOLDINGS, LLC MICROMILLS, LLC
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Treasurer of Xxxxxx Aluminum & Its: Treasurer
Chemical Corporation
KAISER TEXAS SIERRA KAISER TEXAS MICROMILL
MICROMILLS, LLC HOLDINGS, LLC
By: /S/ XXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Treasurer Its: Treasurer
