Exhibit 4.1
E X E C U T I O N C O P Y
LIMITED WAIVER REGARDING SALE OF CENTER FOR TECHNOLOGY
August 18, 2000
Xxxxxx Aluminum & Chemical Corporation
Xxxxxx Aluminum Corporation
0000 Xxx 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
(the "COMPANY"), Xxxxxx Aluminum Corporation, a Delaware
corporation (the "PARENT GUARANTOR"), the financial
institutions listed on the signature pages hereof (the
"LENDERS") and Bank of America, N.A., as Agent (the "AGENT").
The Company has informed Agent that it has received
an offer from PE Corporation (NY) to purchase the property
owned by the Company in Pleasanton, California, known as the
Center for Technology for net cash proceeds of approximately
$50,000,000 and that it intends to use such proceeds for
general corporate purposes, including the rebuilding of the
alumina refinery owned by the Company in Gramercy, Louisiana.
At the request of the Company, the undersigned Lenders,
constituting all Lenders under the Credit Agreement, hereby
waive compliance with the provisions of Section 9.2.11 of the
Credit Agreement to the extent, and only to the extent,
necessary to permit the sale of the Center for Technology as
described above and hereby authorize the Agent to execute such
documents and take such actions as may be necessary or
desirable to release the Lien of the Agent, for the benefit of
the Lenders, on such property.
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 permitting the Company to sell the Center for
Technology notwithstanding the provisions of Section 9.2.11 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 the Company with
respect to Section 9.2.11 of the Credit Agreement in any other
instance or 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 the 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: Vice President and Its: Vice President and
Treasurer Treasurer
BANK OF AMERICA, N.A. BANK OF AMERICA, N.A.
(successor to BankAmerica (successor to BankAmerica
Business Credit, Inc.), Business Credit, Inc.)
as Agent
By: /S/ Xxxxxxx X. Xxxxxxxx
By: /S/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Its: Vice President
Its: Vice President
BANK OF AMERICA, N.A. THE CIT GROUP/BUSINESS
(formerly known as Bank of CREDIT, INC.
America National 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/ Xxxx X. Xxxxxxxxx By: /S/ Xxxxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxx
Its: Vice President Its: Vice President
LA SALLE BANK NATIONAL TRANSAMERICA BUSINESS
ASSOCIATION (formerly La CREDIT CORPORATION
Salle National Bank)
By: /S/ Xxxxxxx X. Xxxxxxxx By: /S/ Xxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxx
Its: 1st VP Its: Senior Vice President
ABN AMRO BANK N.V.
By: /S/ X. Xxxxx Xxxxxx
Name: X. Xxxxx Xxxxxx
Its: Group Vice President
By: /S/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Its: Vice President
ACKNOWLEDGED AND AGREED TO:
AKRON HOLDING CORPORATION XXXXXX ALUMINUM & CHEMICAL
INVESTMENT, INC.
By: /S/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx By: /S/ Xxxxx X. Xxxxxxxxx
Its: Vice President and Name: Xxxxx X. Xxxxxxxxx
Treasurer Its: Vice President and
Treasurer
XXXXXX ALUMINUM PROPERTIES, XXXXXX ALUMINUM TECHNICAL
INC. SERVICES, INC.
By: /S/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx By: /S/ Xxxxx X. Xxxxxxxxx
Its: Vice President and Name: Xxxxx X. Xxxxxxxxx
Treasurer Its: Vice President and
Treasurer
OXNARD FORGE DIE COMPANY, XXXXXX ALUMINIUM
INC. INTERNATIONAL, INC.
By: /S/ Xxxxx X. Xxxxxxxxx By: /S/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Vice President and Its: Vice President and
Treasurer Treasurer
KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION
CORPORATION
By: /S/ Xxxxx X. Xxxxxxxxx By: /S/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Vice President and Its: Vice President and
Treasurer Treasurer
ALPART JAMAICA INC. KAISER JAMAICA CORPORATION
By: /S/ Xxxxx X. Xxxxxxxxx By: /S/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Vice President and Its: Vice President and
Treasurer 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: Vice President and Its: Vice President and
Treasurer 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
Its: Vice President and Its: Vice President and
Treasurer Treasurer
KAISER TEXAS SIERRA KAISER TEXAS MICROMILL
MICROMILLS, LLC HOLDINGS, LLC
By: /S/ Xxxxx X. Xxxxxxxxx By: /S/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Its: Vice President and Its: Vice President and
Treasurer Treasurer
