Exhibit 10.3
Amendment No. 2 TO CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement is dated as of December 3, 2021, and is among the Persons identified on the signature pages hereof as Lenders (which Lenders constitute the Required Lenders and, as applicable, all affected Lenders), Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as agent for the Lenders (Wells Fargo, in that capacity, “Agent”), Kaiser Aluminum Corporation, a Delaware corporation (“KAC”), as a Borrower, and the Affiliates of KAC party to this agreement as Borrowers.
The Lenders, Agent, KAC, and the other Borrowers are party to a Credit Agreement dated as of October 30, 2019 (as amended, restated, supplemented, or otherwise modified before the date of this agreement, the “Credit Agreement”). The parties also desire to modify the Credit Agreement in certain respects.
The parties therefore agree as follows:
““Letter of Credit Sublimit” means $40,000,000.”
(b) The following new definitions are added to Section 1.1 to the Credit Agreement in appropriate alphabetical order:
““Issuing Bank Sublimit(s)” means, as of the Second Amendment Effective Date, (a) $20,000,000 in the case of Wells Fargo, (b) $20,000,000, in the case of JPMorgan Chase Bank, N.A., a national banking association, and (c) such amount as an Issuing Bank may designate in writing to the Agent and the Borrowers; provided that any Issuing Bank may at any time in its discretion, but shall have no obligation to, issue Letters of Credit in stated amounts that cause the aggregate Letter of Credit Usage of such Issuing Bank to be in excess of its Issuing Bank Sublimit so long as the aggregate Letter of Credit Usage for all Issuing Banks does not exceed the Letter of Credit Sublimit.
“Second Amendment Effective Date” shall mean December 3, 2021.”
(c) Section 2.11(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“(b) No Issuing Bank shall have any obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested issuance:
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[Signature pages to follow]
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The parties are signing this Amendment No. 2 to Credit Agreement as of the date stated in the introductory clause.
Kaiser Aluminum Corporation, By: /s/ Neal West______________________ |
Kaiser Aluminum Investments Company, as a Borrower By: /s/ Neal West______________________ |
Kaiser Aluminum Fabricated Products, LLC, as a Borrower By: /s/ Neal West______________________ |
Kaiser Aluminum Washington, LLC, By: /s/ Neal West______________________ |
Kaiser Aluminum WaRRICK, LLC, By: /s/ Neal West______________________ |
Signature page to Amendment No. 2 to Credit Agreement—Kaiser
Wells Fargo Bank, National Association,
as Agent and as a Lender
By: /s/ Peter Aziz
Name: Peter Aziz
Its Authorized Signatory
Signature page to Amendment No. 2 to Credit Agreement—Kaiser
JPMorgan Chase Bank, N.A.,
as a Lender
By: /s/ Kenneth Wong
Name: Kenneth Wong
Vice President
Signature page to Amendment No. 2 to Credit Agreement—Kaiser
Bank of America, N.A.,
as a Lender
By: /s/ Jennifer Tang
Name: Jennifer Tang, SVP
Its Authorized Signatory
Signature page to Amendment No. 2 to Credit Agreement—Kaiser
U.S. Bank National Association,
as a Lender
By: /s/ Rod Swenson
Name: Rod Swenson
Its Authorized Signatory
Signature page to Amendment No. 2 to Credit Agreement—Kaiser
Barclays Bank PLC,
as a Lender
By: /s/ Jake Lam
Name: Jake Lam
Its Authorized Signatory
Signature page to Amendment No. 2 to Credit Agreement—Kaiser