EX-4 2 0002.txt EXH. 4.1 LIMITED WAIVER 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 Kaiser Aluminum & Chemical Corporation Kaiser Aluminum Corporation 5847 San Felipe, Suite 2600 Houston, TX 77057 Attention: John T. LaDuc Karen A. Twitchell 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 Kaiser Aluminum & Chemical Corporation, a Delaware corporation (the COMPANY ), Kaiser 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. KAISER ALUMINUM KAISER ALUMINUM & CHEMICAL CORPORATION CORPORATION By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell 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/ Michael J. Jasaitis By: /S/ Michael J. Jasaitis Name: Michael J. Jasaitis Name: Michael J. Jasaitis 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/ Michael Balok By: /S/ Grant Weiss Name: Michael Balok Name: Grant Weiss Its: Managing Director Its:Assistant Vice President CONGRESS FINANCIAL HELLER FINANCIAL, INC. CORPORATION (WESTERN) By: /S/ Gary D. Cassianni By: /S/ Albert J. Forzano Name: Gary D. Cassianni Name: Albert J. Forzano Its: Vice President Its: Vice President LA SALLE BANK NATIONAL TRANSAMERICA BUSINESS ASSOCIATION (formerly La CREDIT CORPORATION Salle National Bank) By: /S/ Douglas C. Colletti By: /S/ Robert L. Heinz Name: Douglas C. Colletti Name: Robert L. Heinz Its: 1st VP Its: Senior Vice President ABN AMRO BANK N.V. By: /S/ L. David Wright Name: L. David Wright Its: Group Vice President By: /S/ Philip J. Leigh Name: Philip J. Leigh Its: Vice President ACKNOWLEDGED AND AGREED TO: AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL INVESTMENT, INC. By: /S/ Karen A. Twitchell Name: Karen A. Twitchell By: /S/ Karen A. Twitchell Its: Vice President and Name: Karen A. Twitchell Treasurer Its: Vice President and Treasurer KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL INC. SERVICES, INC. By: /S/ Karen A. Twitchell Name: Karen A. Twitchell By: /S/ Karen A. Twitchell Its: Vice President and Name: Karen A. Twitchell Treasurer Its: Vice President and Treasurer OXNARD FORGE DIE COMPANY, KAISER ALUMINIUM INC. INTERNATIONAL, INC. By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell Its: Vice President and Its: Vice President and Treasurer Treasurer KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION CORPORATION By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell Its: Vice President and Its: Vice President and Treasurer Treasurer ALPART JAMAICA INC. KAISER JAMAICA CORPORATION By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell Its: Vice President and Its: Vice President and Treasurer Treasurer KAISER BAUXITE COMPANY KAISER EXPORT COMPANY By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell Its: Vice President and Its: Vice President and Treasurer Treasurer KAISER MICROMILL KAISER SIERRA HOLDINGS, LLC MICROMILLS, LLC By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell Its: Vice President and Its: Vice President and Treasurer Treasurer KAISER TEXAS SIERRA KAISER TEXAS MICROMILL MICROMILLS, LLC HOLDINGS, LLC By: /S/ Karen A. Twitchell By: /S/ Karen A. Twitchell Name: Karen A. Twitchell Name: Karen A. Twitchell Its: Vice President and Its: Vice President and Treasurer Treasurer