Exhibit 4.1
March 24, 2003
Xxxxxx Aluminum & Chemical Corporation
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Treasurer
Re: Xxxxxx Aluminum & Chemical Corporation
$300,000,000 Post-Petition Credit Agreement
Dear Xx. Xxxxx:
Reference is made to that certain $300,000,000 Post-Petition Credit
Agreement, dated as of February 12, 2002 (as amended to date, the "Credit
Agreement") among Xxxxxx Aluminum & Chemical Corporation, Xxxxxx Aluminum
Corporation, Bank of America, N.A. and the other lenders that are or may from
time to time becomes parties to the Credit Agreement. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings given to such
terms in the Credit Agreement.
Agent and Lenders hereby waive noncompliance with the minimum EBITDA
test in Section 9.2.4 of the Credit Agreement (the "Minimum EBITDA Test") for
the measurement period ending March 31, 2003 (the "Measurement Period");
provided, however, that (i) the Company and its Subsidiaries shall meet the
Minimum EBITDA Test for the Measurement Period after excluding all non-cash
pension expenses incurred beginning January 1, 2003, (ii) the Company and its
Subsidiaries shall maintain a minimum EBITDA (inclusive of non-cash pension
expenses incurred beginning January 1, 2003) of not less than ($120,000,000) for
the Measurement Period and (iii) such limited waiver shall be effective through
June 29, 2003.
This limited waiver shall be limited precisely as written and shall not
be deemed or otherwise construed to constitute a waiver of any other Default or
Event of Default, amend or modify any provision of any Loan Document or
constitute a course of dealing or any other basis for altering the Obligations
of any Obligor. Except as expressly waived hereby, the Credit Agreement and the
other Loan Documents, including the Liens granted thereunder, shall remain in
full force and effect, and all terms and provisions thereof are hereby ratified
and confirmed.
The signatories hereto contemplate that an amendment to the Credit
Agreement will be entered into by the parties thereto in the near future to,
among other things, effect a more comprehensive and permanent modification of
the Minimum EBITDA Test.
This limited waiver shall be effective only if and when signed by, and
when counterparts hereof shall have been delivered to the Agent (by hand
delivery, mail or telecopy) by, the Company, the Parent Guarantor, each
Subsidiary Guarantor and the Required Lenders. This limited waiver may be
executed by one or more of the parties on any number of separate counterparts
(including by telecopy), all of which taken together shall constitute but one
and the same instrument.
If you have any questions about this letter, please contact me at the
number above.
Sincerely,
Bank of America, N.A., as Agent
/s/ Xxxxxx X. Xxxxxx
cc: Kaiser - General Counsel
AGREED AND CONSENTED TO
as of this 24th day of March, 2003
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Duly Authorized Signatory
FOOTHILL CAPITAL CORPORATION
By: /s/ X. Xxx
Name: Xxxxxx Xxx
Title: Asst. Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC.
By: /s/ X. Xxxxxxxxx
Name: X. Xxxxxxxxx
Title: Director
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Sha Xxxxxx
Name: Xxxxxx Sha Xxxxxx
Title: Vice President
GMAC COMMERCIAL FINANCE LLC, as
successor by merger to GMAC Business Credit, LLC
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
THE PROVIDENT BANK
By:
Name:
Title:
XXXXXX ALUMINUM CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXXX ALUMINUM & CHEMICAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
AKRON HOLDING CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
ALPART JAMAICA INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER ALUMINA AUSTRALIA CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER BELLWOOD CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXXX ALUMINUM & CHEMICAL INVESTMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXXX ALUMINIUM INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXXX ALUMINUM PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
XXXXXX ALUMINUM TECHNICAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER FINANCE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER JAMAICA CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER MICROMILL HOLDINGS, LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER SIERRA MICROMILLS, LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER TEXAS SIERRA MICROMILLS, LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER TEXAS MICROMILL HOLDINGS, LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
OXNARD FORGE DIE COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
ALWIS LEASING LLC
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER BAUXITE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER CENTER, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER CENTER PROPERTIES
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAE TRADING, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
KAISER EXPORT COMPANY
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
