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XXXXXX ALUMINUM & CHEMICAL CORPORATION, as Issuer,
XXXXXX ALUMINA AUSTRALIA CORPORATION,
ALPART JAMAICA INC.,
KAISER JAMAICA CORPORATION,
XXXXXX FINANCE CORPORATION,
XXXXXX MICROMILL HOLDINGS, LLC,
XXXXXX SIERRA MICROMILLS, LLC,
XXXXXX TEXAS SIERRA MICROMILLS, LLC,
XXXXXX TEXAS MICROMILL HOLDINGS, LLC,
XXXXXX BELLWOOD CORPORATION, and
KAISER TRANSACTION CORP., as
Subsidiary Guarantors
and
STATE STREET BANK AND TRUST COMPANY, as Trustee
FOURTH SUPPLEMENTAL INDENTURE
Dated as of March 31, 1999
to
INDENTURE
Dated as of February 1, 1993
12-3/4% Senior Subordinated Notes due 2003
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FOURTH SUPPLEMENTAL INDENTURE, dated as of March 31, 1999, among
XXXXXX ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation (the
"Company"), as Issuer, XXXXXX ALUMINA AUSTRALIA CORPORATION, a Delaware
corporation ("KAAC"), ALPART JAMAICA INC., a Delaware corporation ("AJI"),
KAISER JAMAICA CORPORATION, a Delaware corporation ("KJC"), XXXXXX FINANCE
CORPORATION, a Delaware corporation ("Kaiser Finance"), XXXXXX MICROMILL
HOLDINGS, LLC, a Delaware limited liability company ("KMH"), XXXXXX SIERRA
MICROMILLS, LLC, a Delaware limited liability company ("KSM"), XXXXXX TEXAS
SIERRA MICROMILLS, LLC, a Texas limited liability company ("Texas Sierra"),
XXXXXX TEXAS MICROMILL HOLDINGS, LLC, a Texas limited liability company
("Texas Holdings"), XXXXXX BELLWOOD CORPORATION, a Delaware corporation
("Kaiser Bellwood"), and KAISER TRANSACTION CORP., a Delaware corporation
("Kaiser Transaction"), as Subsidiary Guarantors, and State Street Bank and
Trust Company (as successor to The First National Bank of Boston), a
Massachusetts trust company, as Trustee (the "Trustee").
WHEREAS, the Company, KAAC, AJI, KJC and The First National Bank
of Boston executed an Indenture, dated as of February 1, 1993 (the
"Original Indenture"), in respect of $400,000,000 aggregate principal
amount of the Company's 12-3/4% Senior Subordinated Notes due 2003 (the
"Securities"), and the Original Indenture was amended by a First
Supplemental Indenture, dated as of May 1, 1993, by a Second Supplemental
Indenture, dated as of February 1, 1996, and by a Third Supplemental
Indenture, dated as of July 15, 1997 (the Original Indenture, as amended by
such First Supplemental Indenture, Second Supplemental Indenture, and Third
Supplemental Indenture being hereinafter referred to as the "Indenture");
and
WHEREAS, State Street Bank and Trust Company is the successor to
The First National Bank of Boston, as Trustee under the Indenture; and
WHEREAS, Section 5.12 of the Indenture requires, under
circumstances specified in Section 5.12, that the Company shall cause
certain Subsidiaries of the Company to execute and deliver to the Trustee a
supplemental indenture in form and substance satisfactory to the Trustee
pursuant to which such Subsidiaries of the Company shall be named as
additional Subsidiary Guarantors; and
WHEREAS, all conditions and requirements necessary to make this
Fourth Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled and the
execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, in consideration of the above premises, each
party agrees, for the benefit of the other and for the equal and ratable
benefit of the Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS
Section 1. The Company, KAAC, AJI, KJC, Kaiser Finance, KMH,
KSM, Texas Sierra, Texas Holdings, Kaiser Bellwood, Kaiser Transaction and
the Trustee hereby amend the Indenture and agree that Kaiser Transaction
shall be a Subsidiary Guarantor for all purposes under the Indenture and
the term "Subsidiary Guarantor" shall for all purposes under the Indenture
specifically include Kaiser Transaction.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this Fourth
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Fourth
Supplemental Indenture and defined in the Indenture have the meanings
specified in the Indenture.
Section 2.2. Indenture. Except as amended hereby, the Indenture
and the Securities are in all respects ratified and confirmed and all their
terms shall remain in full force and effect.
Section 2.3. Governing Law. This Fourth Supplemental Indenture
shall be deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be governed by and construed in accordance
with the laws of said state without regard to the principles of the
conflict of laws provisions thereof.
Section 2.4. Successors and Assigns. All agreements of the
Company, KAAC, AJI, KJC, Kaiser Finance, KMH, KSM, Texas Sierra, Texas
Holdings, Kaiser Bellwood, and Kaiser Transaction in this Fourth
Supplemental Indenture and the Securities shall bind its successors and
assigns.
Section 2.5. Multiple Counterparts. This Fourth Supplemental
Indenture may be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together constitute but
one and the same instrument.
Section 2.6. Effectiveness. The provisions of this Fourth
Supplemental Indenture shall become effective immediately upon its
execution and delivery by the Trustee in accordance with the provisions of
Article Eleven of the Indenture.
Section 2.7. Trustee Disclaimer. The Trustee accepts the
amendment of the Indenture effected by this Fourth Supplemental Indenture
and agrees to execute the trust created by the Indenture as hereby amended,
but only upon the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liabilities
and responsibilities of the Trustee, which terms and provisions shall in
like manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby amended, and,
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, all of which recitals or
statements are made solely by the Company, KAAC, AJI, KJC, Kaiser Finance,
KMH, KSM, Texas Sierra, Texas Holdings, Kaiser Bellwood, and Kaiser
Transaction, or for or with respect to (i) the validity, efficacy or
sufficiency of this Fourth Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by the Company,
KAAC, AJI, KJC, Kaiser Finance, KMH, KSM, Texas Sierra, Texas Holdings,
Kaiser Bellwood, and Kaiser Transaction by corporate action or limited
liability company action or otherwise, (iii) the due execution hereof by
the Company, KAAC, AJI, KJC, Kaiser Finance, KMH, KSM, Texas Sierra, Texas
Holdings, Kaiser Bellwood, and Kaiser Transaction, or (iv) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment
herein provided for, and the Trustee makes no representation with respect
to any such matters.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date first
written above.
XXXXXX ALUMINUM & CHEMICAL
CORPORATION, as Issuer
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
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Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX ALUMINA AUSTRALIA
CORPORATION, as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
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Name: Xxxx Xx. Niemand II
Title: Secretary
ALPART JAMAICA INC., as a
Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
-----------------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
KAISER JAMAICA CORPORATION,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
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Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX FINANCE CORPORATION,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
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Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX MICROMILL HOLDINGS, LLC,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
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Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX SIERRA MICROMILLS, LLC,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
-----------------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX TEXAS SIERRA MICROMILLS,
LLC, as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
-----------------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX TEXAS MICROMILL HOLDINGS,
LLC, as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
-----------------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX BELLWOOD CORPORATION,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
-----------------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
KAISER TRANSACTION CORP.,
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Dated: Xxxxx 00, 0000
Xxxxxx: /s/ Xxxx Xx. Niemand II
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Name: Xxxx Xx. Niemand II
Title: Secretary
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Dated: Xxxxx 00, 0000
Xxxxxx:
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Name:
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Title:
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