---------------------------------------------------------
EXHIBIT 4.5
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, and
XXXXXX TEXAS MICROMILL HOLDINGS, LLC, as
Subsidiary Guarantors
and
FIRST NATIONAL TRUST ASSOCIATION, as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 1, 1996
to
INDENTURE
Dated As of February 17, 1994
9-7/8% Senior Notes due 2002
----------------------------------------------------------
FIRST SUPPLEMENTAL INDENTURE, dated as of February 1,
1996, between 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"),and XXXXXX TEXAS
MICROMILL HOLDINGS, LLC, a Texas limited liability company
("Texas Holdings"),as Subsidiary Guarantors, and First National
Trust Association, a national banking association, as Trustee
(the "Trustee").
WHEREAS, the Company, KAAC, AJI, KJC, Kaiser Finance
and the Trustee executed an Indenture, dated as of February 17,
1994 (the "Indenture"), in respect of $225,000,000 aggregate
principal amount of the Company's 9-7/8% Senior Notes due 2002
(the "Securities").
WHEREAS, Section 4.12 of the Indenture requires, under
circumstances specified in Section 4.12, 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 First 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 and the Trustee
hereby amend the Indenture and agree that each of KMH, KSM, Texas
Sierra and Texas Holdings 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
each of KMH, KSM, Texas Sierra and Texas Holdings.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this
First Supplemental Indenture, except as otherwise defined or
unless the context otherwise requires, terms used in capitalized
form in this First 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 First 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 and Texas Holdings in this First Supplemental Indenture
and the Securities shall bind its successors and assigns.
Section 2.5. Multiple Counterparts. This First
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
First Supplemental Indenture shall become effective immediately
upon its execution and delivery by the Trustee in accordance with
the provisions of Article Ten of the Indenture.
Section 2.7. Trustee Disclaimer. The Trustee accepts
the amendment of the Indenture effected by this First
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 and Texas Holdings, or for or with respect
to (i) the validity, efficacy or sufficiency of this First
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 and Texas Holdings 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 and Texas
Holdings 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.
[Remainder of Page Intentionally Blank]
-2-
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, all as of the
date first written above.
XXXXXX ALUMINUM & CHEMICAL
CORPORATION, as Issuer
By: ____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ________________________
Name: Xxxxx X. Xxxx
Title: Secretary
XXXXXX ALUMINA AUSTRALIA
CORPORATION, as a Subsidiary
Guarantor
By:______________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: _________________________
Name: Xxxxx X. Xxxx
Title: Secretary
ALPART JAMAICA INC.,
as a Subsidiary Guarantor
By:_____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxx X. Xxxx
Title: Secretary
-3-
KAISER JAMAICA CORPORATION,
as a Subsidiary Guarantor
By: ____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxx X. Xxxx
Title: Secretary
XXXXXX FINANCE CORPORATION,
as a Subsidiary Guarantor
By: ____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxx X. Xxxx
Title: Secretary
XXXXXX MICROMILL HOLDINGS, LLC,
as a Subsidiary Guarantor
By: ___________________________
Name: Xxxx X. Xx Xxx
Title: Manager
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxxxx X. Xxxxxx
Title: Manager
-4-
XXXXXX SIERRA MICROMILLS, LLC,
as a Subsidiary Guarantor
By: _____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxx X. Xxxx
Title: Secretary
XXXXXX TEXAS SIERRA MICROMILLS,
LLC,
as a Subsidiary Guarantor
By: ____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxx X. Xxxx
Title: Secretary
XXXXXX TEXAS MICROMILL HOLDINGS,
LLC,
as a Subsidiary Guarantor
By: _____________________________
Name: Xxxx X. Xx Xxx
Title: Vice President and
Chief Financial Officer
Dated: February 1, 1996
Attest: By: ___________________________
Name: Xxxxx X. Xxxx
Title: Secretary
-5-
FIRST NATIONAL TRUST ASSOCIATION,
as Trustee
By: ____________________________
Name:
Title:
Dated: February 1, 1996
Attest: By: ___________________________
Name:
Title:
-6-
