E X E C U T I O N C O P Y NINETEENTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER THIS NINETEENTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this "Amendment"), dated as of December 27, 2000, is by and between KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation (the "Company"), KAISER ALUMINUM CORPORATION, a Delaware corporation (the "Parent Guarantor"), the various financial institutions that are or may from time to time become parties to the Credit Agreement referred to below (collectively, the "Lenders" and, individually, a "Lender"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent (in such capacity, together with its successors and assigns in such capacity, the "Agent") for the Lenders. Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended hereby. W I T N E S S E T H: WHEREAS, the Company, the Parent Guarantor, the Lenders and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgement, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement and Assignment, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, the parties hereto have agreed to amend the Credit Agreement as herein provided; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendments to Credit Agreement. 1.1 Amendments to Article I: Definitions and Accounting Terms. A. Section 1.1 of the Credit Agreement is hereby amended by amending the definitions of "Collateral Documents," "Currency Hedge Providers," "Intercreditor Agreement," "Minimum Net Worth," "Obligations," and "Secured Lenders" contained therein to read in their entirety as follows: '"Collateral Documents' means, collectively, the Parent Collateral Documents, the Company Collateral Documents, the Subsidiary Collateral Documents, the Collection Bank Agreements, the Concentration Bank Agreement, and each other Instrument or document pursuant to which a Lien is granted to the Agent (or perfected in favor of the Agent) (or to or in favor of any agent, trustee, or other Person acting on the Agent's behalf) as security for any of the Obligations, as any of the foregoing may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the provisions hereof or thereof. Anything in this Agreement or in any other Loan Document to the contrary notwithstanding, the Obligations secured under each Collateral Document shall be deemed to include all Currency Hedge Obligations and Cash Management Obligations now existing or hereafter arising; provided, however, that anything in this Agreement or in any other Loan Document to the contrary notwithstanding, (a) with respect to any Cash Management Obligations constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures), the Collateral shall not include any U.S. Fixed Assets (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures) and (b) no Proceeds of any U.S. Fixed Assets, or of the disposition by the Agent of any U.S. Fixed Assets, shall be applied toward the satisfaction of any Cash Management Obligations constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures)." '"Currency Hedge Providers' means all Lenders party to a Currency Hedge Agreement and, in their capacity as a Currency Hedge Provider, party to the Intercreditor Agreement." "'Intercreditor Agreement' means the intercreditor agreement executed and delivered by the Agent, each Lender, each Lender party to a Currency Hedge Agreement and each Lender providing Cash Management Services, in substantially the form of Exhibit U attached hereto, as amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions thereof." "'Minimum Net Worth' means (a) for each Fiscal Quarter of the Company ending on or prior to December 31, 1998 (commencing with the Fiscal Quarter ending September 30, 1996), $500,000,000 plus 50% of Net Income (but not loss) for each such Fiscal Quarter, (b) for the Fiscal Quarters of the Company ending on March 31, 1999 and June 30, 1999, $600,000,000 plus 50% of Net Income (but not loss) for each such Fiscal Quarter, (c) for the Fiscal Quarters of the Company ending on September 30, 1999, December 31, 1999, March 31, 2000, June 30, 2000 and September 30, 2000, $550,000,000 plus 50% of Net Income (but not loss) for each such Fiscal Quarter, and (d) for each Fiscal Quarter of the Company ending thereafter, $515,000,000 plus 50% of Net Income (but not loss) for each such Fiscal Quarter; provided that the calculation of Minimum Net Worth shall exclude (i) the effect of any non-cash charges, up to an aggregate amount of $70,000,000, in respect of the Micromill project, including (without limitation) any write-down of Micromill project assets located at the Center for Technology in Pleasanton, California, and at the Micromill facility near Reno, Nevada, (ii) the net cumulative effect of any mark-to-market gains or losses incurred after December 31, 1998, up to an aggregate net amount of $50,000,000 of losses, on aluminum hedging agreements of the Company and its Subsidiaries that do not qualify for hedging treatment under GAAP, (iii) the effect of any non-cash charges, up to an aggregate amount of $30,000,000, in respect of the settlement of the Company's labor dispute with the United Steelworkers of America, and (iv) the net cumulative effect of any gains or losses, up to an aggregate net amount of $50,000,000 of losses, in respect of adjustments to the net cost basis of the assets of the Gramercy, Louisiana facility as a result of the explosion at such facility, all of the above adjustments to be reflected on the relevant Compliance Certificate." "'Obligations' means (a) all obligations (monetary or otherwise) of the Company and each other Obligor arising under or in connection with this Agreement, the Letters of Credit, and each other Loan Document, (b) all Currency Hedge Obligations, and (c) all Cash Management Obligations." "'Secured Lenders' means the Agent, each Lender, each Issuer Bank, each Currency Hedge Provider and each Cash Management Provider, together with any successors and assigns thereto." B. Section 1.1 of the Credit Agreement is hereby further amended by adding the following definitions in appropriate alphabetical order: "'Cash Management Obligations' means, with respect to the Company, all liabilities and obligations (monetary or otherwise) of the Company arising in connection with Cash Management Services." "'Cash Management Providers' means all Lenders providing Cash Management Services and, in their capacity as a Cash Management Provider, party to the Intercreditor Agreement." "'Cash Management Services' means any one or more of the following types of services or facilities extended to the Company by a Cash Management Provider: (a) credit cards; and (b) any cash management or related services including automatic clearing house transfer of funds by a Cash Management Provider for the account of the Company pursuant to agreement or overdrafts." C. Section 1.1 of the Credit Agreement is hereby further amended by adding the following to the end of the definition of "Interest Coverage Ratio" contained therein: "; provided that the calculation of EBITDA for purposes of the calculation of the Interest Coverage Ratio shall exclude the effect of any non-cash charges, up to an aggregate amount of $40,000,000, in respect of the write-down of the carrying value of the Tacoma and Mead facilities." 1.2 Amendment to Article II: Commitments and Borrowing Procedures Section 2.1.1(b) of the Credit Agreement is hereby amended by deleting the reference to "$325,000,000" contained therein and substituting a reference to "$300,000,000" therefor. 1.3 Amendments to Article IX: Covenants A. Section 9.2.2(b)(x) of the Credit Agreement is hereby amended to read in its entirety as follows: "(x) Indebtedness of the Company in respect of (1) unsecured Hedging Obligations; (2) secured Hedging Obligations; (3) Currency Hedge Agreements, provided the remaining Dollar amount (or the Dollar Equivalent thereof) of all currency payments the Company is obligated to make under all such Currency Hedge Agreements (including any payments that would be payable by the Company following the exercise of any foreign exchange option sold by the Company but excluding, during the period prior to the date of exercise, any payments that would be payable by the Company following the exercise of any foreign exchange option purchased by the Company) does not exceed $500,000,000, in the aggregate, at any time; and (4) Cash Management Obligations;" B. Section 9.2.3(n) and Section 9.2.3(w) of the Credit Agreement are hereby amended to read in their entirety as follows: "(n) Liens on the Company's or any of its Subsidiary's rights under agreements with respect to spot, forward, future and option transactions, entered into in the ordinary course of business, involving (or, in the case of futures and options, for or relating to) the purchase and sale of aluminum, alumina, bauxite, energy or other commodities used in the production process or on the transaction accounts in which such transactions are effected securing the Company's or such Subsidiary's obligations under such agreements; "(w) Liens (i) securing the obligations of the Company under Currency Hedge Agreements, provided (1) the remaining Dollar amount (or the Dollar Equivalent thereof) of all currency payments the Company is obligated to make under all such Currency Hedge Agreements (including any payments that would be payable by the Company following the exercise of any foreign exchange option sold by the Company but excluding, during the period prior to the date of exercise, any payments that would be payable by the Company following the exercise of any foreign exchange option purchased by the Company) does not exceed $500,000,000, in the aggregate, at any time, and (2) all Property which is subject to any such Lien constitutes Collateral; (ii) securing Cash Management Obligations, provided all Property which is subject to any such Lien constitutes Collateral; or (iii) securing Hedging Obligations;" C. Section 9.2.4(b) of the Credit Agreement is hereby amended by amending the table contained therein to read in its entirety as follows: "Date Ratio ---- ------------ First Fiscal Quarter of 1998 0.80 to 1.00 Second Fiscal Quarter of 1998 1.20 to 1.00 Third Fiscal Quarter of 1998 1.60 to 1.00 Fourth Fiscal Quarter of 1998 1.10 to 1.00 First Fiscal Quarter of 1999 No Test Second Fiscal Quarter of 1999 No Test Third Fiscal Quarter of 1999 No Test Fourth Fiscal Quarter of 1999 No Test First Fiscal Quarter of 2000 0.50 to 1.00 Second Fiscal Quarter of 2000 1.00 to 1.00 Third Fiscal Quarter of 2000 1.25 to 1.00 Fourth Fiscal Quarter of 2000 1.00 to 1.00 First Fiscal Quarter of 2001 1.00 to 1.00 Second Fiscal Quarter of 2001 and Thereafter 1.00 to 1.00" D. Section 9.2.5(k) of the Credit Agreement is hereby amended to read in its entirety as follows: "(k) Investments in the form of advance payments in connection with (i) Hedging Obligations, (ii) Currency Hedge Agreements, and (iii) spot, forward, future and option transactions, entered into in the ordinary course of business, involving (or, in the case of futures and options, for or relating to) the purchase and sale of aluminum, alumina, bauxite, energy or other commodities used in the production process;" E. Section 9.2.7 of the Credit Agreement is hereby amended by amending the table contained therein to read in its entirety as follows: "Fiscal Year Base Amount ----------- ----------- 1994 $ 60,000,000 1995 $ 80,000,000 1996 $175,000,000 1997 $175,000,000 1998 $140,000,000 1999 $140,000,000 2000 $185,000,000 Thereafter $140,000,000 " F. Section 9.2.11(j) of the Credit Agreement is hereby amended by deleting the reference to "$25,000,000" contained therein and substituting a reference to "$35,000,000" therefor. G. Section 9.2.14 of the Credit Agreement is hereby amended by deleting the two references to "$1,500,000" contained in clause (d) of the second paragraph thereof and substituting a reference to "$2,250,000" therefor. 1.4 Amendment to Exhibits. Exhibit U to the Credit Agreement is hereby deleted and Exhibit I hereto substituted therefor. 1.5 Amendment to Signature Pages. The Percentages set forth opposite the Lenders' names on the signature pages of the Credit Agreement are hereby amended to read as follows: "Bank of America, N.A. 36.307% Congress Financial Corporation (Western) 27.768% La Salle Bank National Association 5.666% The CIT Group/Business Credit, Inc. 7.333% Transamerica Business Credit Corporation 7.362% Heller Financial, Inc. 10.333% ABN AMRO Bank N.V. 5.231% " 1.6 Amendments to Collateral Documents. The parties agree that, as of the Nineteenth Amendment Effective Date (as defined below), the Parent Security Agreement, the Company Pledge Agreement, the Company Security Agreement, the Subsidiary Guaranty, the Subsidiary Security Agreement, the Company Deeds of Trust, the Company Mortgages and the Intercompany Note Pledge Agreement shall be amended or supplemented as set forth in Exhibits II, III, IV, V, VI, VII, VIII and IX hereto, respectively. Section 2. Limited Waiver. The undersigned Lenders, constituting Required Lenders under the Credit Agreement, hereby waive compliance with the provisions of Section 9.2.6(b)(ii) of the Credit Agreement to the extent, and only to the extent, necessary to permit Alumina Partners of Jamaica, a Subsidiary of the Company, to purchase and cancel a portion of its Caribbean Basin Projects Financing Authority Bonds in the aggregate principal amount of $34,000,000 (only $22,100,000 of such amount to be paid by the Company) and to pay accrued interest thereon. Without limiting the generality of the provisions of Section 12.1 of the Credit Agreement, the waiver set forth in this Section 2 shall be limited precisely as written and relates solely to the noncompliance by Company with the provisions of Section 9.2.6(b)(ii) of the Credit Agreement in the manner and to the extent described above, and nothing in this Section 2 shall be deemed to (a) constitute a waiver of compliance by Company (i) with respect to Section 9.2.6(b)(ii) of the Credit Agreement in any other instance or (ii) 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 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. Section 3. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof only when the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Nineteenth Amendment Effective Date"): A. The Agent shall have received for each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent). B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company approving and authorizing the execution, delivery and performance of this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof, certified by their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company, the Parent Guarantor or such Subsidiary, as the case may be; (2) A signature and incumbency certificate of the officers of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company executing this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof; (3) For each Lender, an opinion, addressed to the Agent and each Lender, from Kramer Levin Naftalis & Frankel LLP, in form and substance satisfactory to the Agent; (4) Such other information, approvals, opinions, documents or instruments as the Agent may reasonably request; and (5) For the pro rata benefit of the Lenders, calculated in accordance with the Percentages set forth in Section 1.5 hereof, a fee in the amount of $450,000. Section 4. Conditions Subsequent. On or prior to January 31, 2001, (a) the Agent shall have received duly executed amendments to the UCC-1 Financing Statements originally filed under the Credit Agreement naming the Cash Management Providers as additional secured parties and (b) the amendments to the Company Deeds of Trust and the Company Mortgages described in Section 1.6 hereof shall have been duly recorded. Section 5. Company's Representations and Warranties. In order to induce the Lenders and the Agent to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, the Parent Guarantor and the Company represent and warrant to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date, after giving effect to the effectiveness of this Amendment, the following statements are true and correct in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by the Company and the Parent Guarantor and the performance of the Credit Agreement as amended by this Amendment (the "Amended Agreement") by the Company and the Parent Guarantor are within such Obligor's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company and the Parent Guarantor, as the case may be. B. No Conflict. The execution and delivery by the Company and the Parent Guarantor of this Amendment and the performance by the Company and the Parent Guarantor of the Amended Agreement do not: (1) contravene such Obligor's Organic Documents; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional New Senior Indentures, or the Subordinated Indenture or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting such Obligor or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of such Obligor's properties or any of the properties of any Subsidiary of such Obligor, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by the Company and the Parent Guarantor and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of the Company and the Parent Guarantor, enforceable against the Company and the Parent Guarantor in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other Person is required for the due execution, delivery or performance of this Amendment by the Company or the Parent Guarantor. E. Incorporation of Representations and Warranties from Credit Agreement. Each of the statements set forth in Section 7.2.1 of the Credit Agreement is true and correct. Section 6. Acknowledgement and Consent. The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement. Section 7. Miscellaneous. A. Reference to and Effect on the Credit Agreement and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder," "hereof," "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement," "thereunder," "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Amendment may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. KAISER ALUMINUM CORPORATION KAISER ALUMINUM & CHEMICAL CORPORATION By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer BANK OF AMERICA, N.A. (successor to BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as Agent BankAmerica Business Credit, Inc.) By: /S/ MICHAEL J. JASAITIS By: /S/ MICHAEL J. JASAITIS Name: Michael J. Jasaitis Name: Michael J. Jasaitis Its: Vice President Its: Vice President THE CIT GROUP/BUSINESS HELLER FINANCIAL, INC. CREDIT, INC. By: /S/ GRANT WEISS By: /S/ RICHARD HOLSTON Name Printed: Grant Weiss Name Printed: Richard Holston Its: Assistant Vice President Its: Assistant Vice President CONGRESS FINANCIAL CORPORATION TRANSAMERICA BUSINESS CREDIT (WESTERN) CORPORATION By: /S/ GARY D. CASSIANNI By: /S/ ARI D. KAPLAN Name Printed: Gary D. Cassianni Name Printed: Ari D. Kaplan Its: Vice President Its: Vice President LA SALLE BANK NATIONAL ABN AMRO BANK N.V. ASSOCIATION (formerly known as La Salle National Bank) By: /S/ L. DAVID WRIGHT Name Printed: L. David Wright Its: Group Vice President By: /S/ DOUGLAS C. COLLETTI Name Printed: Douglas C. Colletti By: /S/ KEVIN S. MCFADDEN Its: 1st VP Name Printed: Kevin S. McFadden Its: Group Vice President ACKNOWLEDGED AND AGREED TO: AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL INVESTMENT, INC. By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL INC. SERVICES, INC. By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM INTERNATIONAL, INC. By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION CORPORATION By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer ALPART JAMAICA INC. KAISER JAMAICA CORPORATION By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER BAUXITE COMPANY KAISER EXPORT COMPANY By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER TEXAS SIERRA MICROMILLS, KAISER TEXAS MICROMILL LLC HOLDINGS, LLC By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER BELLWOOD CORPORATION KAISER TRANSACTION CORP. By: /S/ DAVID A. CHEADLE By: /S/ DAVID A. CHEADLE Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer EXHIBIT I EXHIBIT U INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT, dated as of December 27, 2000 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Agreement"), is by and among (i) BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for (a) the financial institutions (the "Lenders") that are or may from time to time become parties to the Credit Agreement, dated as of February 15, 1994 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement") by and among Kaiser Aluminum & Chemical Corporation, a Delaware corporation (the "Company"), Kaiser Aluminum Corporation, a Delaware corporation (the "Parent Guarantor"), Bank of America, N.A., as Agent for the Lenders, and the Lenders, (b) the Lenders that may from time to time enter into a Currency Hedge Agreement (as defined in the Credit Agreement) with the Company and become a party hereto (the "Currency Hedge Providers"), and (c) the Lenders that may from time to time provide Cash Management Services (as defined in the Credit Agreement) to the Company and become a party hereto (the "Cash Management Providers"); (ii) the LENDERS; (iii) the CURRENCY HEDGE PROVIDERS; and (iv) the CASH MANAGEMENT PROVIDERS. R E C I T A L S: A. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement. In the event the Credit Agreement is terminated or the Commitments of the Lenders under the Credit Agreement have expired or been terminated prior to the termination of this Agreement, capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement immediately prior to such termination or expiration. B. The Company and the Collateral Agent have executed and delivered the Company Collateral Documents to secure the obligations of the Company under the Credit Agreement. C. The Parent Guarantor has executed and delivered the Parent Guaranty contained in the Credit Agreement and Akron Holding Corporation, an Ohio corporation, Alpart Jamaica Inc., a Delaware corporation, Kaiser Alumina Australia Corporation, a Delaware corporation, Kaiser Aluminium International, Inc., a Delaware corporation, Kaiser Aluminum & Chemical Investment, Inc., a Delaware corporation, Kaiser Aluminum Properties, Inc., a Delaware corporation, Kaiser Aluminum Technical Services, Inc., a California corporation, Kaiser Finance Corporation, a Delaware corporation, Kaiser Jamaica Corporation, a Delaware corporation, Oxnard Forge Die Company, Inc., a California corporation, Kaiser Micromill Holdings, LLC, a limited liability company organized under the laws of Delaware, Kaiser Sierra Micromills, LLC, a limited liability company organized under the laws of Delaware, Kaiser Texas Sierra Micromills, LLC, a limited liability company organized under the laws of Texas, Kaiser Texas Micromill Holdings, LLC, a limited liability company organized under the laws of Texas, Kaiser Bellwood Corporation, a Delaware corporation, and Kaiser Transaction Corp., a Delaware corporation (collectively the "Subsidiary Guarantors"), have executed the Subsidiary Guaranty, in each case for the purpose of guarantying the obligations of the Company under the Credit Agreement and the other Loan Documents. D. The Parent Guarantor and the Collateral Agent have executed and delivered the Parent Collateral Documents to secure the obligations of the Parent Guarantor under the Parent Guaranty, and certain of the Subsidiary Guarantors, certain other Subsidiaries of the Company and the Collateral Agent have executed and delivered the Subsidiary Collateral Documents to secure the obligations of such Subsidiaries under the Subsidiary Guaranty and of the Company under the Credit Agreement and the other Loan Documents. E. The Company, the Parent Guarantor, the Lenders and the Collateral Agent have entered into a First Amendment to Credit Agreement dated as of July 21, 1994 pursuant to which the Company is permitted to enter into Currency Hedge Agreements from time to time with the Currency Hedge Providers; provided the remaining amount (or the Dollar Equivalent (as defined in the Credit Agreement) thereof) of all currency payments the Company is obligated to make under all such Currency Hedge Agreements does not exceed $300,000,000 in the aggregate at any time. F. In addition, the Company, the Parent Guarantor, certain of the Subsidiary Guarantors, certain other Subsidiaries of the Company and the Collateral Agent have entered into amendments dated as of July 21, 1994 to certain of the Collateral Documents and the Subsidiary Guaranty in order to (i) provide for the guaranty by the Parent Guarantor and the Subsidiary Guarantors of the Company's obligations under the Currency Hedge Agreements and (ii) secure the obligations of the Company under the Currency Hedge Agreements and the obligations of the Parent Guarantor and such Subsidiaries with respect to the Currency Hedge Obligations by the Collateral. G. The Lenders and the Currency Hedge Providers agreed that the Lien on the Collateral in favor of the Currency Hedge Providers shall be subordinate to the Lien on the Collateral in favor of the Lenders and the Lenders, the Currency Hedge Providers and the Collateral Agent entered into an Intercreditor Agreement dated as of July 21, 1994 establishing such priority (the "Existing Intercreditor Agreement"). H. In addition, the Company, the Parent Guarantor, certain of the Subsidiary Guarantors, certain other Subsidiaries of the Company and the Collateral Agent have entered into amendments dated as of the date hereof to certain of the Collateral Documents and the Subsidiary Guaranty in order to (i) provide for the guaranty by the Parent Guarantor and the Subsidiary Guarantors of the Company's obligations in respect of the Cash Management Services and (ii) secure the obligations of the Company in respect of the Cash Management Services and the obligations of the Parent Guarantor and such Subsidiaries with respect to the Cash Management Obligations by the Collateral. I. The Lenders, the Currency Hedge Providers and the Cash Management Providers have agreed that the Lien on the Collateral in favor of the Cash Management Providers shall be subordinate to the Lien on the Collateral in favor of the Lenders and the Currency Hedge Providers. J. The Lenders, the Currency Hedge Providers, the Cash Management Providers and the Collateral Agent desire to amend and restate the Existing Intercreditor Agreement and set forth their agreements concerning the Collateral. NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained herein, the parties hereto agree that the Existing Intercreditor Agreement is hereby amended and restated in its entirety as follows: 1. Definitions. When used in this Agreement, the following capitalized terms shall have the meanings set forth below. Terms defined elsewhere in this Agreement are used as so defined. (a) "Bank of America" means Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation). (b) "Bank Obligations" means all liabilities and obligations of the Company, the Parent Guarantor and each Obligor arising under or in connection with the Credit Agreement and the other Loan Documents, including, without limitation, all costs and expenses of the Collateral Agent and the Lenders payable thereunder. The term "Bank Obligations" does not include the Currency Hedge Obligations or the Cash Management Obligations. (c) "Cash Management Obligations" means all liabilities and obligations of the Company arising in connection with the Cash Management Services, including, without limitation, all costs and expenses of the Cash Management Providers payable in connection therewith. (d) "Cash Management Pro Rata Share" means, with respect to any Cash Management Provider, a fraction, expressed as a percentage, (i) the numerator of which is the remaining Dollar amount of all payments that the Company is obligated to make in respect of all Cash Management Services then being provided by such Cash Management Provider and (ii) the denominator of which is the remaining Dollar amount of all payments that the Company is obligated to make in respect of all Cash Management Services. (e) "Collateral Agreements" means the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Collateral Documents, the Parent Guaranty and the Subsidiary Guaranty. (f) "Creditors" means the Lenders, the Currency Hedge Providers and the Cash Management Providers. (g) "Currency Hedge Obligations" means all liabilities and obligations of the Company arising under or in connection with the Currency Hedge Agreements, including, without limitation, all costs and expenses of the Currency Hedge Providers payable thereunder. (h) "Currency Hedge Pro Rata Share" means, with respect to any Currency Hedge Provider, a fraction, expressed as a percentage, (i) the numerator of which is the remaining Dollar amount (or the Dollar Equivalent thereof) of all currency payments that the Company is obligated to make under all Currency Hedge Agreements to which such Currency Hedge Provider is a party (other than payments in respect of Subordinated Currency Hedge Obligations) and (ii) the denominator of which is the remaining Dollar amount (or the Dollar Equivalent thereof) of all currency payments that the Company is obligated to make under all Currency Hedge Agreements (other than payments in respect of Subordinated Currency Hedge Obligations). (i) "Obligations" means and includes all of the Bank Obligations, all of the Currency Hedge Obligations and all of the Cash Management Obligations. (j) "Required Cash Management Providers" means, at any time, Cash Management Providers the sum of whose Cash Management Pro Rata Shares equals at least 67%. (k) "Required Currency Hedge Providers" means, at any time, Currency Hedge Providers the sum of whose Currency Hedge Pro Rata Shares and Subordinated Currency Hedge Pro Rata Shares equals at least 67%. (l) "Subordinated Currency Hedge Obligations" means, as to any Currency Hedge Provider, (i) if the Lien on the Collateral securing any Currency Hedge Obligation owing to such Currency Hedge Provider is subordinated to any Lien on the Collateral to which the Lien on the Collateral securing all Currency Hedge Obligations is not also subordinated and amounts payable in respect of such Currency Hedge Obligation are permitted to be netted against other Currency Hedge Obligations owing to such Currency Hedge Provider, all Currency Hedge Obligations owing to such Currency Hedge Provider and (ii) if the Lien on the Collateral securing any Currency Hedge Obligation owing to such Currency Hedge Provider is subordinated to any Lien on the Collateral to which the Lien on the Collateral securing all Currency Hedge Obligations is not also subordinated (the "Subordinated Obligation") and all rights to net amounts payable in respect of the Subordinated Obligation against amounts payable in respect of all other Currency Hedge Obligations owing to such Currency Hedge Provider have been waived, the Subordinated Obligation. (m) "Subordinated Currency Hedge Pro Rata Share" means, with respect to any Currency Hedge Provider, a fraction, expressed as a percentage, (i) the numerator of which is the remaining Dollar amount (or the Dollar Equivalent thereof) of all currency payments that the Company is obligated to make under all Currency Hedge Agreements to which such Currency Hedge Provider is a party in respect of Subordinated Currency Hedge Obligations and (ii) the denominator of which is the remaining Dollar amount (or the Dollar Equivalent thereof) of all currency payments that the Company is obligated to make under all Currency Hedge Agreements in respect of Subordinated Currency Hedge Obligations. 2. Agreement by Currency Hedge Providers to Subordinate Liens. The Lenders and the Currency Hedge Providers agree that the Liens on the Collateral in favor of any Currency Hedge Provider securing the Currency Hedge Obligations shall be and hereby are subordinate to the Liens on the Collateral in favor of the Lenders securing the Bank Obligations and that each Currency Hedge Provider's rights and remedies with respect to any Collateral shall be and hereby are subordinate to the rights and remedies of the Lenders with respect thereto in accordance with the terms hereof. Each Currency Hedge Provider agrees that until the Bank Obligations have been paid in full, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the Commitments of the Lenders under the Credit Agreement have expired or been terminated, (a) no Currency Hedge Provider shall exercise any right or remedy or assert any claims, in each case, with respect to any Collateral, including, without limitation, seeking to foreclose on its junior security interests therein pursuant to the terms of the Collateral Documents, as a judgment creditor or otherwise and (b) no Currency Hedge Provider shall have any right individually to seek to realize upon the security granted by or any guaranty provided by any Collateral Agreement, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Currency Hedge Providers in accordance with the terms of this Agreement and the Collateral Agreements. Notwithstanding the foregoing, (i) the Currency Hedge Providers shall be entitled to demand and retain all payments made by the Company from time to time under the Currency Hedge Agreements notwithstanding the fact that such payments constitute a transfer of cash Collateral and (ii) the Currency Hedge Providers shall be entitled to file a proof of claim with respect to the Currency Hedge Obligations in any proceedings under Title 11 of the United States Code by or against the Company, the Parent Guarantor or any Subsidiary of the Company. If any Lien described in this Agreement is determined to be avoidable under federal bankruptcy or applicable state law, the priority granted such Lien in this Section 2 shall automatically be void and ineffective and this Agreement automatically shall cease to apply to such avoidable Lien. 3. Agreement by Cash Management Providers to Subordinate Liens. The Lenders, the Currency Hedge Providers and the Cash Management Providers agree that the Liens on the Collateral in favor of any Cash Management Provider securing the Cash Management Obligations shall be and hereby are subordinate to the Liens on the Collateral in favor of the Lenders securing the Bank Obligations and the Currency Hedge Providers securing the Currency Hedge Obligations and that each Cash Management Provider's rights and remedies with respect to any Collateral shall be and hereby are subordinate to the rights and remedies of the Lenders and the Currency Hedge Providers with respect thereto in accordance with the terms hereof. Each Cash Management Provider agrees that until the Bank Obligations and the Currency Hedge Obligations have been paid in full, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the Commitments of the Lenders under the Credit Agreement have expired or been terminated, (a) no Cash Management Provider shall exercise any right or remedy or assert any claims, in each case, with respect to any Collateral, including, without limitation, seeking to foreclose on its junior security interests therein pursuant to the terms of the Collateral Documents, as a judgment creditor or otherwise and (b) no Cash Management Provider shall have any right individually to seek to realize upon the security granted by or any guaranty provided by any Collateral Agreement, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Cash Management Providers in accordance with the terms of this Agreement and the Collateral Agreements. Notwithstanding the foregoing, (i) the Cash Management Providers shall be entitled to demand and retain all payments made by the Company from time to time in connection with the Cash Management Services notwithstanding the fact that such payments constitute a transfer of cash Collateral and (ii) the Cash Management Providers shall be entitled to file a proof of claim with respect to the Cash Management Obligations in any proceedings under Title 11 of the United States Code by or against the Company, the Parent Guarantor or any Subsidiary of the Company. If any Lien described in this Agreement is determined to be avoidable under federal bankruptcy or applicable state law, the priority granted such Lien in this Section 3 shall automatically be void and ineffective and this Agreement automatically shall cease to apply to such avoidable Lien. 4. Allocation of Proceeds. The Proceeds of any Collateral, or of the disposition by the Collateral Agent of any of the Collateral (including insurance benefits) shall be applied by the Collateral Agent, in the following order of priority: First, to the payment of the costs and expenses of such disposition, including the reasonable costs and out-of-pocket expenses of the Collateral Agent and attorneys' fees and costs and out-of-pocket expenses of counsel (including allocated costs of in-house counsel) employed in connection therewith and to the payment of all advances made by the Collateral Agent for the account of any Obligor under the Collateral Agreements and to the payment of all reasonable costs and out-of-pocket expenses incurred by the Collateral Agent in connection with the administration and enforcement of this Agreement and the Collateral Agreements, to the extent that such advances, costs and expenses shall not have been reimbursed to the Collateral Agent; Second, toward the satisfaction of the Bank Obligations other than Obligations in respect of principal and Reimbursement Obligations; Third, toward the satisfaction of the Bank Obligations in respect of principal and Reimbursement Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement; Fourth, toward the satisfaction of the Currency Hedge Obligations (other than any Subordinated Currency Hedge Obligations) on a ratable basis according to each Currency Hedge Provider's Currency Hedge Pro Rata Share; Fifth, toward the satisfaction of any Subordinated Currency Hedge Obligations on a ratable basis according to each Currency Hedge Provider's Subordinated Currency Hedge Pro Rata Share; Sixth, toward the satisfaction of the Cash Management Obligations on a ratable basis according to each Cash Management Provider's Cash Management Pro Rata Share; provided, however, that no Proceeds of any U.S. Fixed Assets (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures), or of the disposition by the Collateral Agent of any U.S. Fixed Assets, shall be applied toward the satisfaction of Cash Management Obligations constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures); and Seventh, any surplus to be paid to each Obligor, their respective successors and assigns, as their interests may appear, or as otherwise required by law. Each Currency Hedge Provider will, promptly upon the request of the Collateral Agent from time to time, notify the Collateral Agent of the remaining Dollar amount (or Dollar Equivalent thereof) of all currency payments that the Company is obligated to make under all Currency Hedge Agreements to which such Currency Hedge Provider is a party and of the amount payable by the Company upon early termination of all Currency Hedge Agreements to which such Currency Hedge Provider is a party. Each Cash Management Provider will, promptly upon the request of the Collateral Agent from time to time, notify the Collateral Agent of the amount of all payments that the Company is obligated to make in connection with all Cash Management Services then being provided by such Cash Management Provider. The Collateral Agent may rely without inquiry or investigation on any such notices, which notices shall be conclusive and binding, absent manifest error, for all purposes (including but not limited to the distribution of funds) hereunder and under each of the Collateral Agreements. 5. Certain Actions by Currency Hedge Providers Regarding the Collateral. Unless and until the Bank Obligations have been paid in full, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the Commitments of the Lenders under the Credit Agreement have expired or been terminated, (i) the Currency Hedge Providers shall have no right or authority to direct any action or inaction by the Collateral Agent and (ii) notwithstanding the provisions of Section 4 hereof, each Currency Hedge Provider authorizes the Collateral Agent, without the further consent of the Currency Hedge Providers, to consent to the sale, transfer or other disposition by the Obligors of all or any part of the Collateral in accordance with the Credit Agreement or the Collateral Agreements free and clear of the Liens of the Lenders and the Currency Hedge Providers; provided that the Lien of the Currency Hedge Providers shall, subject to the priorities established in Section 2 hereof, attach to any and all Proceeds thereof unless (A) such sale, transfer or other disposition is also undertaken free and clear of all Liens of the Lenders, and (B) no portion of the Proceeds thereof is subject to the continued Lien of the Lenders or required to be applied to any of the Bank Obligations. 6. Certain Actions by Cash Management Providers Regarding the Collateral. Unless and until the Bank Obligations and the Currency Hedge Obligations have been paid in full, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the Commitments of the Lenders under the Credit Agreement have expired or been terminated, (i) the Cash Management Providers shall have no right or authority to direct any action or inaction by the Collateral Agent and (ii) notwithstanding the provisions of Section 4 hereof, each Cash Management Provider authorizes the Collateral Agent, without the further consent of the Cash Management Providers, to consent to the sale, transfer or other disposition by the Obligors of all or any part of the Collateral in accordance with the Credit Agreement or the Collateral Agreements free and clear of the Liens of the Lenders, the Currency Hedge Providers and the Cash Management Providers; provided that the Lien of the Cash Management Providers shall, subject to the priorities established in Section 3 hereof, attach to any and all Proceeds thereof unless (A) such sale, transfer or other disposition is also undertaken free and clear of all Liens of the Lenders and the Currency Hedge Providers, and (B) no portion of the Proceeds thereof is subject to the continued Lien of the Lenders or the Currency Hedge Providers or required to be applied to any of the Bank Obligations or any of the Currency Hedge Obligations. 7. Foreclosure Proceedings. In any foreclosure proceeding concerning any Collateral, each holder of an Obligation if bidding for its own account or for its own account and the accounts of other Creditors is prohibited from including in the amount of its bid an amount to be applied as a credit against the Obligations held by it or the Obligations held by the other Creditors; instead, such holder must bid in cash only. However, in any such foreclosure proceeding, the Collateral Agent may (but shall not be obligated to) submit a bid for all Creditors in the form of a credit against the Obligations. If in any foreclosure proceedings concerning any Collateral the Collateral Agent, any Lender, any Currency Hedge Provider or any Cash Management Provider accepts a transfer, conveyance or assignment of title to any of the Collateral, it shall accept such transfer, conveyance or assignment of title only for the benefit of all of the Creditors. 8. Independent Rights of the Lenders. The Collateral Agent and the Lenders may, at any time and from time to time, without the consent of or notice to any Currency Hedge Provider or any Cash Management Provider, and without impairing or releasing the obligations of the Currency Hedge Providers or the Cash Management Providers hereunder (a) change the manner, place or terms of payment or change or extend the time of payment of, or renew, increase or alter, the Bank Obligations or the security therefor, or otherwise amend (or direct the Collateral Agent to amend) in any manner any of the Loan Documents; (b) exercise or refrain from exercising any rights against the Company and others; (c) apply any sums by whomsoever paid or however realized to the Bank Obligations; (d) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any Property whatsoever and by whomsoever at any time pledged or mortgaged to secure, or however securing, any Bank Obligations; (e) release anyone liable in any manner for the payment or collection of any Bank Obligations; and (f) settle or compromise all or any part of the Bank Obligations. Except as provided in Section 2 hereof, no invalidity, irregularity or unenforceability of all or any part of the Bank Obligations or of any of the Liens securing the Bank Obligations shall affect, impair or be a defense to this Agreement. 9. Independent Rights of the Currency Hedge Providers. The Currency Hedge Providers may, at any time and from time to time, without the consent of or notice to any Cash Management Provider, and without impairing or releasing the obligations of the Cash Management Providers hereunder (a) change the manner, place or terms of payment or change or extend the time of payment of, or renew, increase or alter, the Currency Hedge Obligations or the security therefor, or otherwise amend in any manner any of the Currency Hedge Agreements; (b) exercise or refrain from exercising any rights against the Company and others; (c) apply any sums by whomsoever paid or however realized to the Currency Hedge Obligations; (d) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any Property whatsoever and by whomsoever at any time pledged or mortgaged to secure, or however securing, any Currency Hedge Obligations; (e) release anyone liable in any manner for the payment or collection of any Currency Hedge Obligations; and (f) settle or compromise all or any part of the Currency Hedge Obligations. Except as provided in Section 3 hereof, no invalidity, irregularity or unenforceability of all or any part of the Currency Hedge Obligations or of any of the Liens securing the Currency Hedge Obligations shall affect, impair or be a defense to this Agreement. 10. Defaults Under Currency Hedge Obligations. Nothing contained in this Agreement shall restrict or impair the right or power of any Currency Hedge Provider to declare a default, an Event of Default (as defined in any Currency Hedge Agreement) or a termination event when such Currency Hedge Provider deems it appropriate under and in accordance with the terms of the applicable Currency Hedge Agreement or to net amounts payable under Currency Hedge Obligations owing to such Currency Hedge Provider; provided, however, such declaration or termination shall not permit any Currency Hedge Provider to exercise any rights with respect to, or to realize on, the Collateral, except as specifically provided herein. Any Currency Hedge Provider declaring a default, an Event of Default (as defined in any Currency Hedge Agreement) or a termination event shall promptly notify the Collateral Agent by telephone, and confirm such act in writing, within three (3) Business Days, in the manner set forth in Section 20 hereof; provided, however, that any failure by any Currency Hedge Lender to so notify the Collateral Agent shall not affect the validity of any such declaration or termination. 11. Defaults Under Cash Management Obligations. Nothing contained in this Agreement shall restrict or impair the right or power of any Cash Management Provider to declare a default when such Cash Management Provider deems it appropriate in respect of the applicable Cash Management Services; provided, however, such declaration shall not permit any Cash Management Provider to exercise any rights with respect to, or to realize on, the Collateral, except as specifically provided herein. Any Cash Management Provider declaring a default shall promptly notify the Collateral Agent by telephone, and confirm such act in writing, within three (3) Business Days, in the manner set forth in Section 20 hereof; provided, however, that any failure by any Cash Management Provider to so notify the Collateral Agent shall not affect the validity of any such declaration or termination. 12. Effect of Bankruptcy. This Agreement shall remain in full force and effect notwithstanding the filing of a petition for relief by or against the Company, the Parent Guarantor or any Subsidiary of the Company under Title 11 of the United States Code and shall apply with full force and effect with respect to all Collateral acquired by the Company, the Parent Guarantor or any Subsidiary of the Company, or obligations incurred by the Company to any Creditor under the Credit Agreement, the Currency Hedge Agreements, the Collateral Agreements or in respect of the Cash Management Services subsequent to the date of any such petition. 13. Appointment of Collateral Agent by Lenders. Pursuant to Article XI of the Credit Agreement, the Lenders have appointed Bank of America as agent under and for purposes of the Credit Agreement and the other Loan Documents. The Lenders hereby confirm such appointment on the terms and conditions set forth in the Credit Agreement and appoint Bank of America as their agent for purposes of this Agreement on the same terms and conditions. Nothing contained in this Agreement is intended to amend the terms of the Credit Agreement relating to the rights and duties of the Collateral Agent and the Lenders as provided in the Credit Agreement and to the extent that the terms of this Agreement are inconsistent with the Credit Agreement, the Credit Agreement shall govern. 14. Appointment of Collateral Agent by Currency Hedge Providers. (a) Each Currency Hedge Provider hereby appoints Bank of America as its agent under and for purposes of this Agreement and the Collateral Agreements. Each Currency Hedge Provider irrevocably authorizes, and each assignee of any Currency Hedge Provider shall be deemed to authorize, the Collateral Agent to act on behalf of such Currency Hedge Provider under this Agreement and the Collateral Agreements and each Currency Hedge Provider irrevocably authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers hereunder and thereunder as are in each case specifically delegated to or required of the Collateral Agent by the terms hereof or thereof, together which such powers as may be reasonably incidental thereto. (b) Each Currency Hedge Provider hereby acknowledges and agrees that the Collateral Agent is the agent for the Lenders under the Credit Agreement and that nothing contained in this Agreement, or in the appointment of Bank of America as Collateral Agent, is intended to limit or restrict, in any manner, the Collateral Agent's rights and discretion when acting in its capacity as agent for the Lenders under the Credit Agreement, regardless of any effect the exercise of such rights and discretion may have on the Currency Hedge Providers. In addition, each Currency Hedge Provider hereby acknowledges and agrees that until the Bank Obligations have been paid in full, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the Commitments of the Lenders under the Credit Agreement have expired or been terminated, the Collateral Agent may act as Majority Lenders, Required Lenders or all Lenders, as the case may be, may request and that neither the Collateral Agent nor any Lender shall have any liability to any Currency Hedge Provider with respect to any such request. (c) The Collateral Agent shall not have by reason of this Agreement or any Collateral Agreement a fiduciary relationship in respect of any Currency Hedge Provider; and nothing in this Agreement or any Collateral Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of this Agreement or any Collateral Agreement except as expressly set forth herein or therein. (d) The Collateral Agent shall be deemed not to have knowledge of the occurrence of a default, an Event of Default (as defined in any Currency Hedge Agreement) or a termination event under any Currency Hedge Agreement, or any breach of any of the Collateral Agreements unless, in each case, it shall have received written notice thereof from a Currency Hedge Provider or from the Company. Each Currency Hedge Provider acknowledges and agrees that the existence of a default, an Event of Default (as defined in any Currency Hedge Agreement) or a termination event under any Currency Hedge Agreement may not give rise to a Default under the Credit Agreement and to the extent that such default, Event of Default (as defined in any Currency Hedge Agreement) or termination event would give rise to a Default under the Credit Agreement would not in any event obligate the Collateral Agent or the Lenders to declare an Event of Default under the Credit Agreement or cease extending credit to the Company thereunder. (e) Bank of America and its successor as the Collateral Agent shall have the same rights and powers with respect to the Currency Hedge Agreements entered into by it or any of its Affiliates as any other Currency Hedge Provider and may exercise the same as if it were not the Collateral Agent. The terms "Currency Hedge Provider" and "Currency Hedge Providers" as used herein shall include the Collateral Agent in its individual capacity. (f) Each Currency Hedge Provider acknowledges that it has, independently of the Collateral Agent, each Lender, each Cash Management Provider and each other Currency Hedge Provider, and based on such Currency Hedge Provider's review of the financial information of the Company and such other documents, information, and investigations as such Currency Hedge Provider has deemed appropriate, made its own credit decision to enter into a Currency Hedge Agreement. Each Currency Hedge Provider also acknowledges that it will, independently of the Collateral Agent, each Lender, each Cash Management Provider and each other Currency Hedge Provider, and based on such other documents, information, and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, any Collateral Agreement or any Currency Hedge Agreement. 15. Appointment of Collateral Agent by Cash Management Providers. (a) Each Cash Management Provider hereby appoints Bank of America as its agent under and for purposes of this Agreement and the Collateral Agreements. Each Cash Management Provider irrevocably authorizes, and each assignee of any Cash Management Provider shall be deemed to authorize, the Collateral Agent to act on behalf of such Cash Management Provider under this Agreement and the Collateral Agreements and each Cash Management Provider irrevocably authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers hereunder and thereunder as are in each case specifically delegated to or required of the Collateral Agent by the terms hereof or thereof, together which such powers as may be reasonably incidental thereto. (b) Each Cash Management Provider hereby acknowledges and agrees that the Collateral Agent is the agent for the Lenders under the Credit Agreement and the Currency Hedge Providers and that nothing contained in this Agreement, or in the appointment of Bank of America as Collateral Agent, is intended to limit or restrict, in any manner, the Collateral Agent's rights and discretion when acting in its capacity as agent for the Lenders under the Credit Agreement or the Currency Hedge Providers, regardless of any effect the exercise of such rights and discretion may have on the Cash Management Providers. In addition, each Cash Management Provider hereby acknowledges and agrees that until the Bank Obligations and the Currency Hedge Obligations have been paid in full, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the Commitments of the Lenders under the Credit Agreement have expired or been terminated, the Collateral Agent may act as Majority Lenders, Required Lenders, all Lenders or Required Currency Hedge Providers, as the case may be, may request and that neither the Collateral Agent nor any Lender shall have any liability to any Cash Management Provider with respect to any such request. (c) The Collateral Agent shall not have by reason of this Agreement or any Collateral Agreement a fiduciary relationship in respect of any Cash Management Provider; and nothing in this Agreement or any Collateral Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of this Agreement or any Collateral Agreement except as expressly set forth herein or therein. (d) The Collateral Agent shall be deemed not to have knowledge of the occurrence of a default in respect of any Cash Management Services, or any breach of any of the Collateral Agreements unless, in each case, it shall have received written notice thereof from a Cash Management Provider or from the Company. Each Cash Management Provider acknowledges and agrees that the existence of a default in respect of any Cash Management Services may not give rise to a Default under the Credit Agreement and to the extent that such default would give rise to a Default under the Credit Agreement would not in any event obligate the Collateral Agent or the Lenders to declare an Event of Default under the Credit Agreement or cease extending credit to the Company thereunder. (e) Bank of America and its successor as the Collateral Agent shall have the same rights and powers with respect to the Cash Management Services provided by it or any of its Affiliates as any other Cash Management Provider and may exercise the same as if it were not the Collateral Agent. The terms "Cash Management Provider" and "Cash Management Providers" as used herein shall include the Collateral Agent in its individual capacity. (f) Each Cash Management Provider acknowledges that it has, independently of the Collateral Agent, each Lender, each Currency Hedge Provider and each other Cash Management Provider, and based on such Cash Management Provider's review of the financial information of the Company and such other documents, information, and investigations as such Cash Management Provider has deemed appropriate, made its own credit decision to provide Cash Management Services. Each Cash Management Provider also acknowledges that it will, independently of the Collateral Agent, each Lender, each Currency Hedge Provider and each other Cash Management Provider, and based on such other documents, information, and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement, any Collateral Agreement or in respect of any Cash Management Services. 16. The Collateral Agent. (a) The Collateral Agent shall, at all times prior to the payment in full of the Bank Obligations and the expiration or termination of the Commitments of the Lenders under the Credit Agreement, be the same Person that is the Agent under the Credit Agreement. Written notice of resignation by the Agent pursuant to Section 11.4 of the Credit Agreement shall also constitute notice of resignation as the Collateral Agent under this Agreement; removal of the Agent pursuant to Section 11.4 of the Credit Agreement, and appointment of a successor Agent pursuant to Section 11.4 of the Credit Agreement, shall also constitute appointment of a successor Collateral Agent hereunder and such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring or removed Collateral Agent under this Agreement. After any retiring or removed Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent hereunder. After the payment in full of the Bank Obligations and the expiration or termination of the Commitments of the Lenders under the Credit Agreement, the Required Currency Hedge Providers may appoint one of the Currency Hedge Providers or a commercial banking institution organized under the laws of the United States (or any state thereof) or a United States branch or agency of a foreign commercial banking institution, and having a combined capital and surplus of at least $500,000,000, as a successor Collateral Agent which shall thereupon become the Collateral Agent hereunder. After the payment in full of the Bank Obligations, the expiration or termination of the Commitments of the Lenders under the Credit Agreement and the payment in full of the Currency Hedge Obligations, the Required Cash Management Providers may appoint one of the Cash Management Providers or a commercial banking institution organized under the laws of the United States (or any state thereof) or a United States branch or agency of a foreign commercial banking institution, and having a combined capital and surplus of at least $500,000,000, as a successor Collateral Agent which shall thereupon become the Collateral Agent hereunder. (b) Whenever the Collateral Agent shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Collateral shall be situated or to make any claim or bring any suit with respect to the Collateral or the Collateral Documents, or in the event that the Collateral Agent shall have been requested to do so by Majority Lenders, Required Lenders or all Lenders, as the case may be, or, following the payment in full of the Bank Obligations, including the deposit of available funds in an amount equal to the aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the expiration or termination of the Commitments of the Lenders under the Credit Agreement, the Required Currency Hedge Providers, or, following the payment in full of the Currency Hedge Obligations, the Required Cash Management Providers, the Collateral Agent shall execute and deliver a supplemental agreement and all other instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Collateral Agent, either to act as Collateral Agent or agents with respect to all or any part of the Collateral, in any such case with such powers of the Collateral Agent as may be provided in such supplemental agreement, and to vest in such bank, trust company or Person as such Collateral Agent or separate trustee, as the case may be, any Property, title, right, or power of the Collateral Agent deemed necessary or advisable. (c) (i) To the extent that the Collateral Agent becomes concerned that the exercise of any remedies or any action taken or omitted to be taken by it in connection with any Collateral shall subject it to the possibility of any liability, cost, or expense which it deems to be significant, arising under any law, rules, or regulations relating to hazardous or toxic wastes or materials, the Collateral Agent may, without liability to any Currency Hedge Provider or any Cash Management Provider or other party to this Agreement or any Collateral Agreement, or any other Person, decline to accept, abandon, forfeit, or release such Collateral regardless of any effect such declination, abandonment, forfeiture, or release may have upon the Currency Hedge Providers or the Cash Management Providers, or otherwise, if either (A) the Collateral Agent is requested to decline to accept, abandon, forfeit, or release such Collateral by Majority Lenders, Required Lenders or all Lenders, as the case may be, or following the payment in full of the Bank Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings into the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the expiration or termination of the Commitments of the Lenders under the Credit Agreement, the Required Currency Hedge Providers, or, following the payment in full of all Currency Hedge Obligations, the Required Cash Management Providers or (B) the Collateral Agent is not, within thirty (30) days after making a specific proposal therefor, specifically indemnified to its satisfaction by the Lenders, the Currency Hedge Providers or the Cash Management Providers, as the case may be, or insured to its satisfaction by a third party or parties for any liability, costs, and expenses which might result therefrom. (ii) In addition, if the Collateral Agent becomes concerned that the inclusion of certain Property in the Collateral is not in the best interests of the Collateral Agent or the Creditors, either because of potential adverse legal implications (including the potential effects of California's "one form of action", "anti-deficiency" and related rules of law which may apply in connection with real property located in California) or potential liabilities, costs, or expenses which the Collateral Agent deems to be significant that may be imposed upon a Person secured by such Collateral, the Collateral Agent may, without liability to any Currency Hedge Provider, any Cash Management Provider or other party to this Agreement or any Collateral Agreement, or any other Person, decline to accept, abandon, forfeit, or release such Collateral regardless of any effect such declination, abandonment, forfeiture, or release may have upon the Creditors or otherwise unless (A) the Collateral Agent is requested to do otherwise by Majority Lenders, Required Lenders or all Lenders, as the case may be, or, following the payment in full of the Bank Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings into the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement and the expiration or termination of the Commitments of the Lenders under the Credit Agreement, the Required Currency Hedge Providers, or, following the payment in full of all Currency Hedge Obligations, the Required Cash Management Providers and (B) the Collateral Agent is, within thirty (30) days after making a specific proposal therefor, specifically indemnified to its satisfaction by the Lenders, the Currency Hedge Providers or the Cash Management Providers, as the case may be, or insured to its satisfaction by a third party or parties for any liability, costs, and expenses which might result therefrom. 17. Reliance. The Collateral Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person and upon advice and statements of legal counsel (which may be counsel for the Company), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall not be required in any way to determine the identity or authority of any Person delivering or executing the same. 18. Waiver of Rights of Currency Hedge Providers; Prohibition on Contesting Liens. The Currency Hedge Providers irrevocably waive any right to compel the Lenders to marshal assets of the Company, the Parent Guarantor, or any Subsidiary of the Company or to object to the manner in which the Lenders may seek to enforce the Liens granted in any of the Collateral, including, without limitation, any right based on any duty to conduct any sale, lease, exchange, transfer or other disposition of Collateral in a commercially reasonable manner. The Currency Hedge Providers agree that they will not (and waive any right to) contest or support any other Person in contesting, in any action or proceeding or otherwise (including, without limitation, any federal or state bankruptcy, insolvency or liquidation proceeding), the priority, validity or enforceability of the Bank Obligations or any Lien held by the Lenders. In addition, the Currency Hedge Providers agree that they will not (and waive any right to) seek to have any Currency Hedge Obligation or any payment thereunder characterized as an administrative expense or any other expense or claim that would permit the payment thereof prior to the payment of the secured claims of the Lenders in any federal or state bankruptcy, insolvency or liquidation proceeding; provided, however, that nothing contained herein shall be deemed to be a waiver of any right of any Currency Hedge Provider to obtain relief under Section 507(b) of Title 11 of the United States Code. 19. Waiver of Rights of Cash Management Providers; Prohibition on Contesting Liens. The Cash Management Providers irrevocably waive any right to compel the Lenders or the Currency Hedge Providers to marshal assets of the Company, the Parent Guarantor, or any Subsidiary of the Company or to object to the manner in which the Lenders or the Currency Hedge Providers may seek to enforce the Liens granted in any of the Collateral, including, without limitation, any right based on any duty to conduct any sale, lease, exchange, transfer or other disposition of Collateral in a commercially reasonable manner. The Cash Management Providers agree that they will not (and waive any right to) contest or support any other Person in contesting, in any action or proceeding or otherwise (including, without limitation, any federal or state bankruptcy, insolvency or liquidation proceeding), the priority, validity or enforceability of the Bank Obligations or any Lien held by the Lenders or the Currency Hedge Obligations or any Lien held by the Currency Hedge Providers. In addition, the Cash Management Providers agree that they will not (and waive any right to) seek to have any Cash Management Obligation or any payment thereunder characterized as an administrative expense or any other expense or claim that would permit the payment thereof prior to the payment of the secured claims of the Lenders or the Currency Hedge Providers in any federal or state bankruptcy, insolvency or liquidation proceeding; provided, however, that nothing contained herein shall be deemed to be a waiver of any right of any Cash Management Provider to obtain relief under Section 507(b) of Title 11 of the United States Code. 20. Notices. Except as otherwise provided herein, all notices and other communications provided to any party hereto under this Agreement shall be in writing or by telex or by facsimile (followed promptly thereby by mailing of such notice or communication) and addressed, delivered, or transmitted to such party at its address, telex, or facsimile number set forth on the signature pages hereof, or at such other address, telex, or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if delivered by hand or if sent by mail or by overnight courier properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telex or facsimile, shall be deemed given when transmitted (answerback confirmed in the case of telexes). 21. Modification, Amendment. No amendment to, modification or waiver of, or consent with respect to, any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed and delivered by the Collateral Agent, the Lenders, the Currency Hedge Providers and the Cash Management Providers. Nothing contained in this Agreement, however, shall be construed to require the approval of all Lenders, any Currency Hedge Provider or any Cash Management Provider to any amendment to the Credit Agreement or any of the Collateral Agreements. 22. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 23. Additional Currency Hedge Agreements and Cash Management Services. Any Lender may secure Currency Hedge Obligations or Cash Management Obligations by signing an acknowledgment in the form contained on the signature pages hereof and by delivering a signed counterpart hereof to the Collateral Agent by which each such Lender agrees to be bound by the terms of this Agreement. 24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Creditors, the Collateral Agent and their respective trustees, receivers, successors and assigns; no other Person (including but not limited to the Company), shall be entitled to rely on or raise as a defense any provision of this Agreement in any manner whatsoever. 25. Transferees. No Currency Hedge Provider shall sell, assign or transfer any of its Liens on the Collateral securing Currency Hedge Obligations or any interest in the Currency Hedge Obligations except to another Currency Hedge Provider. No Cash Management Provider shall sell, assign or transfer any of its Liens on the Collateral securing Cash Management Obligations or any interest in the Cash Management Obligations except to another Cash Management Provider. 26. Governing Law. This Agreement shall be deemed to be a contract made under and governed by the internal laws of the State of New York. 27. Execution in Counterparts. This Agreement may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original, and all of which shall constitute together but one and the same Agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 28. Termination. This Agreement shall continue in full force and effect until the payment in full of the Obligations and (a) the Commitments of the Lenders under the Credit Agreement have expired or have terminated, (b) all of the Currency Hedge Agreements have terminated and (c) the provision of Cash Management Services has been terminated. 29. Further Assurances. The Creditors shall each execute and deliver to the Collateral Agent such other and further documents and instruments (in recordable form, if requested) as may be necessary or desirable to implement fully or evidence further the provisions of this Agreement. 30. Acknowledgments by Lenders and Currency Hedge Providers. The Lenders and the Currency Hedge Providers acknowledge the following: (a) Amendments to the UCC-1 Financing Statements filed pursuant to Section 7.1.6 of the Credit Agreement were filed; (b) Endorsements to all title insurance policies issued to the Lenders pursuant to Section 7.1.8 of the Credit Agreement were issued in favor of the Currency Hedge Providers with respect to the Currency Hedge Obligations; and (c) The Company has agreed with the Lenders that it will not enter into any Currency Hedge Agreement containing any provision that permits the Currency Hedge Provider party thereto to terminate the Currency Hedge Agreement, or liquidate or close-out any obligations thereunder, solely as a result of the occurrence of any Default under the Credit Agreement unless the Agent, as a result of such Default and upon the direction of the Majority Lenders, shall have declared all of the outstanding principal amount of the Loans and other Bank Obligations to be due and payable. 31. Acknowledgments by Lenders, Currency Hedge Providers and Cash Management Providers. The Lenders, the Currency Hedge Providers and the Cash Management Providers acknowledge the following: (a) Amendments to the UCC-1 Financing Statements filed pursuant to Section 7.1.6 of the Credit Agreement, substantially in the form of Annex I hereto, with such changes, additions or deletions as the Agent, in its sole and absolute discretion, may approve, may be filed; and (b) Endorsements to all title insurance policies issued to the Lenders pursuant to Section 7.1.8 of the Credit Agreement may be issued in favor of the Cash Management Providers with respect to the Cash Management Obligations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above. BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as Collateral Agent By: Name: Its: Address: 55 South Lake Avenue, Suite 900 Pasadena, CA 91101 BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as a Lender By: Name: Its: Address: 55 South Lake Avenue, Suite 900 Pasadena, CA 91101 CONGRESS FINANCIAL CORPORATION (WESTERN), as a Lender By: Name: Title: Address: 225 South Lake Avenue Office #1000 Pasadena, CA 91101 LA SALLE BANK NATIONAL ASSOCIATION, as a Lender By: Name: Title: Address: 120 S. La Salle Street 5th Floor Chicago, IL 60603 THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender By: Name: Title: Address: 2110 Walnut Hill Lane Irving, TX 75038 TRANSAMERICA BUSINESS CREDIT CORPORATION, as a Lender By: Name: Title: Address: 8750 West Bryn Mawr Avenue Suite 720 Chicago, IL 60631 HELLER FINANCIAL INC., as a Lender By: Name: Title: Address: 101 Park Avenue New York, NY 10178 ABN AMRO BANK N.V., as a Lender By: Name: Title: By: Name: Title: Address: 101 California Street Suite 4550 San Francisco, CA 94111 LA SALLE BANK NATIONAL ASSOCIATION, as a Currency Hedge Provider By: Name: Title: Address: 120 S. La Salle Street 5th Floor Chicago, IL 60603 BANK OF AMERICA, N.A. (successor to Bank of America National Trust and Savings Association), as a Currency Hedge Provider By: Name: Title: Address: 555 California Street 41st Floor San Francisco, CA 94104 ABN AMRO BANK N.V., as a Currency Hedge Provider By: Name: Title: By: Name: Title: Address: 101 California Street Suite 4550 San Francisco, CA 94111 BANK OF AMERICA, N.A., as a Cash Management Provider By: Name: Title: Address: 555 California Street 41st Floor San Francisco, CA 94104 ACKNOWLEDGMENT The undersigned may enter into a Currency Hedge Agreement with the Company pursuant to which Currency Hedge Obligations thereunder are to be secured by the Collateral Agreements. The undersigned acknowledges the terms of this Agreement and agrees to be bound hereby. ___________________, as a Currency Hedge Provider By: Name: Title: Address: ACKNOWLEDGMENT The undersigned may provide Cash Management Services to the Company and the related Cash Management Obligations are to be secured by the Collateral Agreements. The undersigned acknowledges the terms of this Agreement and agrees to be bound hereby. ___________________, as a Cash Management Provider By: Name: Title: Address: EXHIBIT II THIRD AMENDMENT TO PARENT SECURITY AGREEMENT THIS THIRD AMENDMENT TO PARENT SECURITY AGREEMENT (this "Amendment"), dated as of December 27, 2000, is by and between Kaiser Aluminum Corporation, a Delaware corporation (the "Parent Guarantor"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent for the Secured Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended by the Nineteenth Amendment. W I T N E S S E T H: WHEREAS, Kaiser Aluminum & Chemical Corporation (the "Company"), the Parent Guarantor, the various financial institutions that are or may from time to time become parties to the Credit Agreement (collectively, the "Lenders" and, individually, a "Lender"), and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgment, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, as of the date hereof the Company, the Parent Guarantor, the Lenders and the Agent are entering into a Nineteenth Amendment to Credit Agreement and Limited Waiver (the "Nineteenth Amendment"); and WHEREAS, the Parent Guarantor and the Agent are parties to the Parent Security Agreement, Financing Statement, and Conditional Assignment of Patents and Trademarks, dated as of February 15, 1994, as amended by the First Amendment to Parent Security Agreement, dated as of July 21, 1994, and the Second Amendment to Parent Security Agreement, dated as of April 21, 1997 (the "Parent Security Agreement"), and have agreed to amend the Parent Security Agreement as herein provided; and WHEREAS, the Required Lenders have consented to the execution and delivery of this Amendment by the Agent; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to Parent Security Agreement. Clause (a)(iii) of Section 11 of the Parent Security Agreement is hereby amended by amending the final sentence thereof to read in its entirety as follows: "Any Proceeds of any Collateral, or of the disposition by the Agent of any of the Collateral (including benefits to the extent provided in Section 19 hereof), shall be applied by the Agent, in the following order of priority: First, to payment of the costs and expenses of such disposition, including the reasonable costs and out-of-pocket expenses of the Agent and attorneys' fees and costs and out-of-pocket expenses of counsel (including allocated costs of in-house counsel) employed in connection therewith and to the payment of all advances made by the Agent for the account of the Parent Guarantor hereunder and the payment of all reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement, to the extent that such advances, costs, and expenses shall not have been reimbursed to the Agent; Second, toward the satisfaction of the Secured Obligations other than Obligations in respect of principal and Reimbursement Obligations, Currency Hedge Obligations and Cash Management Obligations; Third, toward the satisfaction of the Secured Obligations in respect of principal and Reimbursement Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement; Fourth, toward the satisfaction of the Currency Hedge Obligations in the order agreed to by the Currency Hedge Providers from time to time; Fifth, toward the satisfaction of the Cash Management Obligations in the order agreed to by the Cash Management Providers from time to time; and Sixth, any surplus to be paid to the Parent Guarantor, its successors and assigns, or as a court of competent jurisdiction may direct." Section 2. Parent Guarantor's Representations and Warranties. In order to induce the Agent to enter into this Amendment and to amend the Parent Security Agreement in the manner provided herein, and to induce the Required Lenders to consent to such action by the Agent, the Parent Guarantor represents and warrants to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date (as defined in the Nineteenth Amendment) after giving effect to the effectiveness of this Amendment, the following statements are true and correct in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by the Parent Guarantor and the performance of the Parent Security Agreement as amended by this Amendment (the "Amended Agreement") by the Parent Guarantor are within the Parent Guarantor's corporate powers and have been duly authorized by all necessary corporate action on the part of the Parent Guarantor. B. No Conflict. The execution and delivery by the Parent Guarantor of this Amendment and the performance by the Parent Guarantor of the Amended Agreement do not: (1) contravene the Parent Guarantor's Organic Documents; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional New Senior Indentures or the Subordinated Indenture, or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting the Parent Guarantor or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of the Parent Guarantor's properties, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by the Parent Guarantor and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance of this Amendment by the Parent Guarantor. Section 3. Miscellaneous. A. Reference to and Effect on the Parent Security Agreement and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Parent Security Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Parent Security Agreement, and each reference in the other Loan Documents to the "Parent Security Agreement", "thereunder", "thereof" or words of like import referring to the Parent Security Agreement shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment, the Parent Security Agreement shall remain in full force and effect and is hereby ratified and confirmed. (3) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Parent Security Agreement. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Amendment may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. KAISER ALUMINUM CORPORATION BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as Agent By: By: Name Printed: Name Printed: Its: Its: EXHIBIT III THIRD AMENDMENT TO COMPANY PLEDGE AGREEMENT THIS THIRD AMENDMENT TO COMPANY PLEDGE AGREEMENT (this "Amendment"), dated as of December 27, 2000, is by and between Kaiser Aluminum & Chemical Corporation, a Delaware corporation (the "Company"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent for the Secured Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended by the Nineteenth Amendment. W I T N E S S E T H: WHEREAS, the Company, Kaiser Aluminum Corporation, the various financial institutions that are or may from time to time become parties to the Credit Agreement (collectively, the "Lenders" and, individually, a "Lender"), and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgment, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, as of the date hereof the Company, the Parent Guarantor, the Lenders and the Agent are entering into a Nineteenth Amendment to Credit Agreement and Limited Waiver (the "Nineteenth Amendment"); and WHEREAS, the Company and the Agent are parties to the Company Pledge Agreement, dated as of February 15, 1994, as amended by the First Amendment to Company Pledge Agreement, dated as of July 21, 1994, the Second Amendment to Company Pledge Agreement, dated as of July 20, 1995, and Pledge Amendments, dated as of July 20, 1995, December 11, 1995, June 25, 1997 and February 24, 1999 (the "Company Pledge Agreement"), and have agreed to amend the Company Pledge Agreement as herein provided; and WHEREAS, the Required Lenders have consented to the execution and delivery of this Amendment by the Agent; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to Company Pledge Agreement. Section 2.2 of the Company Pledge Agreement is hereby amended to read in its entirety as follows: "SECTION 2.2. Secured Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) of, all Obligations of the Pledgor now existing or hereafter arising under or in connection with the Credit Agreement or any other Loan Document, all Obligations of the Pledgor now existing or hereafter arising under or in connection with the Currency Hedge Agreements, all Obligations of the Pledgor now existing or hereafter arising in connection with the Cash Management Services, and any and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to the Pledgor, would accrue on such Obligations), reimbursements of amounts drawn under Letters of Credit, fees, expenses, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, whether or not from time to time decreased or extinguished and later increased, created, or incurred, and all or any portion of such Obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Agent or any Secured Lender as a preference, fraudulent transfer, or otherwise, and any and all Obligations of the Pledgor now or hereafter existing under this Agreement, whether for advances, costs, fees, expenses, or otherwise (collectively, the 'Secured Obligations')." Section 2. Company's Representations and Warranties. In order to induce the Agent to enter into this Amendment and to amend the Company Pledge Agreement in the manner provided herein, and to induce the Lenders to consent to such action by the Agent, the Company represents and warrants to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date (as defined in the Nineteenth Amendment) after giving effect to effectiveness of this Amendment, the following statements are true and in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by the Company and the performance of the Company Pledge Agreement as amended by this Amendment (the "Amended Agreement") by the Company are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. B. No Conflict. The execution and delivery by the Company of this Amendment and the performance by the Company of the Amended Agreement do not: (1) contravene the Company's Organic Documents; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional New Senior Indentures or the Subordinated Indenture or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting the Company or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of the Company's properties, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by the Company and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance of this Amendment by the Company. Section 3. Miscellaneous. A. Reference to and Effect on the Company Pledge Agreement and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Company Pledge Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Company Pledge Agreement, and each reference in the other Loan Documents to the "Company Pledge Agreement", "thereunder", "thereof" or words of like import referring to the Company Pledge Agreement shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment, the Company Pledge Agreement shall remain in full force and effect and is hereby ratified and confirmed. (3) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Company Pledge Agreement. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Agreement may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. KAISER ALUMINUM & CHEMICAL BANK OF AMERICA, N.A. (successor CORPORATION to BankAmerica Business Credit, Inc.), as Agent By: By: Name Printed: Name Printed: Its: Its: EXHIBIT IV FIFTH AMENDMENT TO COMPANY SECURITY AGREEMENT THIS FIFTH AMENDMENT TO COMPANY SECURITY AGREEMENT (this "Amendment"), dated as of December 27, 2000, is by and between Kaiser Aluminum & Chemical Corporation, a Delaware corporation (the "Company"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent for the Secured Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended by the Nineteenth Amendment. W I T N E S S E T H: WHEREAS, the Company, Kaiser Aluminum Corporation, a Delaware corporation (the "Parent Guarantor"), the various financial institutions that are or may from time to time become parties to the Credit Agreement (collectively, the "Lenders" and, individually, a "Lender"), and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgment, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, as of the date hereof the Company, the Parent Guarantor, the Lenders and the Agent are entering into a Nineteenth Amendment to Credit Agreement and Limited Waiver (the "Nineteenth Amendment"); and WHEREAS, the Company and the Agent are parties to the Company Security Agreement, Financing Statement and Conditional Assignment of Patents and Trademarks, dated as of February 15, 1994, as amended by the First Amendment to Company Security Agreement, dated as of July 21, 1994, the Second Amendment to Company Security Agreement, dated as of December 11, 1995, the Third Amendment to Company Security Agreement dated as of April 21, 1997, and the Fourth Amendment to Company Security Agreement, dated as of July 20, 1998 (the "Company Security Agreement"), and have agreed to amend the Company Security Agreement as herein provided; and WHEREAS, the Required Lenders have consented to the execution and delivery of this Amendment by the Agent; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to Company Security Agreement. A. Section 2 of the Company Security Agreement is hereby amended by adding the following as the second proviso of the first paragraph thereof: "; provided further that, notwithstanding anything in this Agreement or in any other Loan Document to the contrary, (i) with respect to any Cash Management Obligation constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures), the Collateral shall not include any U.S. Fixed Assets (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures) and (ii) no Proceeds of any U.S. Fixed Assets, or of the disposition by the Agent of any U.S. Fixed Assets, shall be applied toward the satisfaction of any Cash Management Obligations constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures)." B. Section 3 of the Company Security Agreement is hereby amended by inserting the phrase "all Obligations of the Company now existing or hereafter arising in connection with Cash Management Services," following the phrase "Currency Hedge Agreements" contained therein. C. Clause (a)(iii) of Section 11 of the Company Security Agreement is hereby amended by amending the final sentence thereof to read in its entirety as follows: "Any Proceeds of any Collateral, or of the disposition by the Agent of any of the Collateral (including benefits to the extent provided in Section 19 hereof), shall be applied by the Agent, in the following order of priority: First, to payment of the costs and expenses of such disposition, including the reasonable costs and out-of-pocket expenses of the Agent and attorneys' fees and costs and out-of-pocket expenses of counsel (including allocated costs of in-house counsel) employed in connection therewith and to the payment of all advances made by the Agent for the account of the Company hereunder and the payment of all reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement, to the extent that such advances, costs, and expenses shall not have been reimbursed to the Agent; Second, toward the satisfaction of the Secured Obligations other than Obligations in respect of principal and Reimbursement Obligations, Currency Hedge Obligations and Cash Management Obligations; Third, toward the satisfaction of the Secured Obligations in respect of principal and Reimbursement Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement; Fourth, toward the satisfaction of the Currency Hedge Obligations in the order agreed to by the Currency Hedge Providers from time to time; Fifth, subject to the provisions of the second proviso of the first paragraph of Section 2, toward the satisfaction of the Cash Management Obligations in the order agreed to by the Cash Management Providers from time to time; and Sixth, any surplus to be paid to the Company, its successors and assigns, or as a court of competent jurisdiction may direct." Section 2. Company's Representations and Warranties. In order to induce the Agent to enter into this Amendment and to amend the Company Security Agreement in the manner provided herein, and to induce the Required Lenders to consent to such action by the Agent, the Company represents and warrants to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date (as defined in the Nineteenth Amendment) after giving effect to the effectiveness of this Amendment, the following statements are true and correct in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by the Company and the performance of the Company Security Agreement as amended by this Amendment (the "Amended Agreement") by the Company are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. B. No Conflict. The execution and delivery by the Company of this Amendment and the performance by the Company of the Amended Agreement do not (1) contravene the Company's Organic Documents; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional New Senior Indentures, or the Subordinated Indenture or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting the Company or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of the Company's properties, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by the Company and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance of this Amendment by the Company. Section 3. Miscellaneous. A. Reference to and Effect on the Company Security Agreement and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Company Security Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Company Security Agreement, and each reference in the other Loan Documents to the "Company Security Agreement", "thereunder", "thereof" or words of like import referring to the Company Security Agreement shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment, the Company Security Agreement shall remain in full force and effect and is hereby ratified and confirmed. (3) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Company Security Agreement. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Amendment may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. KAISER ALUMINUM & CHEMICAL BANK OF AMERICA, N.A. (successor to CORPORATION BankAmerica Business Credit, Inc.), as Agent By: By: Name: David A. Cheadle Name: Michael J. Jasaitis Its: Assistant Treasurer Its: Vice President EXHIBIT V THIRD AMENDMENT TO SUBSIDIARY GUARANTY THIS THIRD AMENDMENT TO SUBSIDIARY GUARANTY (this "Amendment"), dated as of December 27, 2000, is by and between Akron Holding Corporation, an Ohio corporation, Alpart Jamaica Inc., a Delaware corporation, Kaiser Alumina Australia Corporation, a Delaware corporation, Kaiser Aluminium International, Inc., a Delaware corporation, Kaiser Aluminum & Chemical Investment, Inc., a Delaware corporation, Kaiser Aluminum Properties, Inc., a Delaware corporation, Kaiser Aluminum Technical Services, Inc., a California corporation, Kaiser Finance Corporation, a Delaware corporation, Kaiser Jamaica Corporation, a Delaware corporation, Oxnard Forge Die Company, Inc., a California corporation Kaiser Micromill Holdings, LLC, a limited liability company organized under the laws of Delaware, Kaiser Sierra Micromills, LLC, a limited liability company organized under the laws of Delaware, Kaiser Texas Sierra Micromills, LLC, a limited liability company organized under the laws of Texas, Texas Micromill Holdings, LLC, a limited liability company organized under the laws of Texas, Kaiser Bellwood Corporation, a Delaware corporation, and Kaiser Transaction Corp., a Delaware corporation (collectively, the "Guarantors" and, individually, a "Guarantor"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent for the Secured Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended by the Nineteenth Amendment. W I T N E S S E T H: WHEREAS, Kaiser Aluminum & Chemical Corporation (the "Company"), Kaiser Aluminum Corporation, the various financial institutions that are or may from time to time become parties to the Credit Agreement (collectively, the "Lenders" and, individually, a "Lender"), and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgment, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, as of the date hereof the Company, the Parent Guarantor, the Lenders and the Agent are entering into a Nineteenth Amendment to Credit Agreement and Limited Waiver (the "Nineteenth Amendment"); and WHEREAS, the Guarantors and the Agent are parties to the Subsidiary Guaranty, dated as of February 15, 1994, as amended by the First Amendment to Subsidiary Guaranty, dated as of July 21, 1994, the Second Amendment to Subsidiary Guaranty, dated as of December 11, 1995, and Supplements to Subsidiary Guaranty, dated as of June 25, 1997 and February 23, 1999 (the "Subsidiary Guaranty"), and have agreed to amend the Subsidiary Guaranty as herein provided; and WHEREAS, the Required Lenders have consented to the execution and delivery of this Amendment by the Agent; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to Subsidiary Guaranty. Section 2.1(a) of the Subsidiary Guaranty is hereby amended to read in its entirety as follows: "(a) guarantee the due and prompt performance and payment in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise and at all times thereafter (including the payment of all amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) of any and all Obligations of the Parent Guarantor, the Company and their respective Subsidiaries, whether now existing or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to the Parent Guarantor, the Company or any of their respective Subsidiaries, would accrue on such Obligations), fees, expenses, indemnities, or otherwise, and however arising, under the Credit Agreement, the other Loan Documents and the Currency Hedge Agreements and in connection with the Cash Management Services, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue the Obligations of the Company or from time to time renew them after they have been satisfied (the 'Company Obligations'); and" Section 2. Guarantors' Representations and Warranties. In order to induce the Agent to enter into this Amendment and to amend the Subsidiary Guaranty in the manner provided herein, and to induce the Required Lenders to consent to such action by the Agent, each Guarantor represents and warrants to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date (as defined in the Nineteenth Amendment) after giving effect to the effectiveness of this Amendment, the following statements are true and correct in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by such Guarantor and the performance of the Subsidiary Guaranty as amended by this Amendment (the "Amended Agreement") by such Guarantor are within such Guarantor's corporate powers and have been duly authorized by all necessary corporate action on the part of such Guarantor. B. No Conflict. The execution and delivery by such Guarantor of this Amendment and the performance by such Guarantor of the Amended Agreement do not: (1) contravene such Guarantor's Organic Documents; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional Senior Indentures or the Subordinated Indenture or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting such Guarantor or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of such Guarantor's properties, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by such Guarantor and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance of this Amendment by such Guarantor. Section 3. Miscellaneous. A. Reference to and Effect on the Subsidiary Guaranty and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Subsidiary Guaranty to "this Guaranty", "hereunder", "hereof", "herein" or words of like import referring to the Subsidiary Guaranty, and each reference in the other Loan Documents to the "Subsidiary Guaranty", "thereunder", "thereof" or words of like import referring to the Subsidiary Guaranty shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment, the Subsidiary Guaranty shall remain in full force and effect and is hereby ratified and confirmed. (3) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Subsidiary Guaranty. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Amendment may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL INVESTMENT, INC. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL INC. SERVICES, INC. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM INTERNATIONAL, INC. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION CORPORATION By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer ALPART JAMAICA INC. KAISER JAMAICA CORPORATION By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER TEXAS SIERRA MICROMILLS, KAISER TEXAS MICROMILL LLC HOLDINGS, LLC By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER BELLWOOD CORPORATION KAISER TRANSACTION CORP. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as Agent By: Name Printed: Its: EXHIBIT VI FOURTH AMENDMENT TO SUBSIDIARY SECURITY AGREEMENT THIS FOURTH AMENDMENT TO SUBSIDIARY SECURITY AGREEMENT (this "Amendment"), dated as of December 27, 2000, is by and among Akron Holding Corporation, an Ohio corporation, Kaiser Alumina Australia Corporation, a Delaware corporation, Kaiser Aluminium International, Inc., a Delaware corporation, Kaiser Aluminum & Chemical Investment, Inc., a Delaware corporation, Kaiser Aluminum Properties, Inc., a Delaware corporation, Kaiser Aluminum Technical Services, Inc., a California corporation, Kaiser Finance Corporation, a Delaware corporation, Oxnard Forge Die Company, Inc., a California corporation, Kaiser Micromill Holdings, LLC, a limited liability company organized under the laws of Delaware, Kaiser Sierra Micromills, LLC, a limited liability company organized under the laws of Delaware, Kaiser Texas Sierra Micromills, LLC, a limited liability company organized under the laws of Texas, Kaiser Texas Micromill Holdings, LLC, a limited liability company organized under the laws of Texas, Kaiser Bellwood Corporation, a Delaware corporation, and Kaiser Transaction Corp., a Delaware corporation (collectively, the "Kaiser Subsidiaries" and individually a "Kaiser Subsidiary"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent for the Secured Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended by the Nineteenth Amendment. W I T N E S S E T H: WHEREAS, Kaiser Aluminum & Chemical Corporation, a Delaware corporation (the "Company"), Kaiser Aluminum Corporation, a Delaware corporation (the "Parent Guarantor"), the various financial institutions that are or may from time to time become parties to the Credit Agreement (collectively, the "Lenders" and, individually, a "Lender"), and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgment, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement and Assignment, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, as of the date hereof the Company, the Parent Guarantor, the Lenders and the Agent are entering into a Nineteenth Amendment to Credit Agreement and Limited Waiver (the "Nineteenth Amendment"); and WHEREAS, the Kaiser Subsidiaries and the Agent are parties to the Subsidiary Security Agreement, Financing Statement and Conditional Assignment of Patents and Trademarks, dated as of February 15, 1994, as amended by the First Amendment to Subsidiary Security Agreement, dated as of July 21, 1994, the Second Amendment to Subsidiary Security Agreement, dated as of December 11, 1995, the Third Amendment to Subsidiary Security Agreement, dated as of April 21, 1997, and Supplements to Subsidiary Security Agreement, dated as of June 25, 1997 and February 23, 1999 (the "Subsidiary Security Agreement"), and have agreed to amend the Subsidiary Security Agreement as herein provided; and WHEREAS, the Required Lenders have consented to the execution and delivery of this Amendment by the Agent; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to Subsidiary Security Agreement. A. Section 2 of the Subsidiary Security Agreement is hereby amended by adding the following as the second proviso of the first paragraph thereof: "; provided further that, notwithstanding anything in this Agreement or in any other Loan Document to the contrary, (i) with respect to any Cash Management Obligation constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures), the Collateral shall not include any U.S. Fixed Assets (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures) and (ii) no Proceeds of any U.S. Fixed Assets, or of the disposition by the Agent of any U.S. Fixed Assets, shall be applied toward the satisfaction of any Cash Management Obligations constituting Indebtedness (as defined in the Senior Indenture, the New Senior Indenture or the Additional New Senior Indentures)." B. Clause (a)(iii) of Section 11 of the Subsidiary Security Agreement is hereby amended by amending the final sentence thereof to read in its entirety as follows: "Any Proceeds of any Collateral, or of the disposition by the Agent of any of the Collateral (including benefits to the extent provided in Section 19 hereof), shall be applied by the Agent, in the following order of priority: First, to payment of the costs and expenses of such disposition, including the reasonable costs and out-of-pocket expenses of the Agent and attorneys' fees and costs and out-of-pocket expenses of counsel (including allocated costs of in-house counsel) employed in connection therewith and to the payment of all advances made by the Agent for the account of any Kaiser Subsidiary hereunder and the payment of all reasonable costs and out-of-pocket expenses incurred by the Agent in connection with the administration and enforcement of this Agreement, to the extent that such advances, costs, and expenses shall not have been reimbursed to the Agent; Second, toward the satisfaction of the Secured Obligations other than Obligations in respect of principal and Reimbursement Obligations, Currency Hedge Obligations and Cash Management Obligations; Third, toward the satisfaction of the Secured Obligations in respect of principal and Reimbursement Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement; Fourth, toward the satisfaction of the Currency Hedge Obligations in the order agreed to by the Currency Hedge Providers from time to time; Fifth, subject to the provisions of the second proviso of the first paragraph of Section 2, toward the satisfaction of the Cash Management Obligations in the order agreed to by the Cash Management Providers from time to time; and Sixth, any surplus to be paid to such Kaiser Subsidiary, its successors and assigns, or as a court of competent jurisdiction may direct." Section 2. Kaiser Subsidiaries' Representations and Warranties. In order to induce the Agent to enter into this Amendment and to amend the Subsidiary Security Agreement in the manner provided herein, and to induce the Required Lenders to consent to such action by the Agent, each Kaiser Subsidiary represents and warrants to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date (as defined in the Nineteenth Amendment) after giving effect to the effectiveness of this Amendment, the following statements are true and correct in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by such Kaiser Subsidiary and the performance of the Subsidiary Security Agreement as amended by this Amendment (the "Amended Agreement") by such Kaiser Subsidiary are within such Kaiser Subsidiary's corporate powers or company powers, as the case may be, and have been duly authorized by all necessary corporate action or company action, as the case may be, on the part of such Kaiser Subsidiary. B. No Conflict. The execution and delivery by such Kaiser Subsidiary of this Amendment and the performance by such Kaiser Subsidiary of the Amended Agreement do not: (1) contravene such Kaiser Subsidiary's Organic Documents or the Organizational Agreements; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional Senior Indentures or the Subordinated Indenture or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting such Kaiser Subsidiary or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of such Kaiser Subsidiary's properties, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by such Kaiser Subsidiary and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of such Kaiser Subsidiary, enforceable against such Kaiser Subsidiary in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance of this Amendment by such Kaiser Subsidiary. Section 3. Miscellaneous. A. Reference to and Effect on the Subsidiary Security Agreement and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Subsidiary Security Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Subsidiary Security Agreement, and each reference in the other Loan Documents to the "Subsidiary Security Agreement", "thereunder", "thereof" or words of like import referring to the Subsidiary Security Agreement shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment, the Subsidiary Security Agreement shall remain in full force and effect and is hereby ratified and confirmed. (3) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Subsidiary Security Agreement. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Agreement may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as Agent By: Name: Michael J. Jasaitis Its: Vice President AKRON HOLDING CORPORATION KAISER ALUMINUM & CHEMICAL INVESTMENT, INC. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER ALUMINUM PROPERTIES, KAISER ALUMINUM TECHNICAL INC. SERVICES, INC. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer OXNARD FORGE DIE COMPANY, INC. KAISER ALUMINIUM INTERNATIONAL, INC. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER ALUMINA AUSTRALIA KAISER FINANCE CORPORATION CORPORATION By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER MICROMILL HOLDINGS, LLC KAISER SIERRA MICROMILLS, LLC By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER TEXAS SIERRA MICROMILLS, KAISER TEXAS MICROMILL LLC HOLDINGS, LLC By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer KAISER BELLWOOD CORPORATION KAISER TRANSACTION CORP. By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer EXHIBIT VII RECORDING REQUESTED BY: EXHIBIT VII AND WHEN RECORDED MAIL TO: O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, California 94111-3305 Attn: Jill H. Matichak, Esq. (File No. 019,368-663) THIRD AMENDMENT TO DEED OF TRUST WITH POWER OF SALE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT THIS THIRD AMENDMENT TO DEED OF TRUST WITH POWER OF SALE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "THIRD AMENDMENT") is made as of December 27, 2000 by and between KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation ("TRUSTOR"), whose address is 5847 San Felipe, Suite 2600, Houston Texas 77057, and BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation) ("BANK OF AMERICA"), as agent for the Secured Lenders, having an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101 (Bank of America, in its capacity as agent for the Secured Lenders, shall be referred to hereinafter as "BENEFICIARY"). R E C I T A L S : A. Pursuant to that certain Credit Agreement, dated as of February 15, 1994 (the "CREDIT AGREEMENT") between Trustor, Kaiser Aluminum Corporation, a Delaware corporation ("PARENT GUARANTOR"), Bank of America and various other financial institutions named therein (which financial institutions, together with Bank of America in its capacity as lender, shall be referred to hereinafter collectively as "BANK LENDERS") and Beneficiary, Bank Lenders agreed to make certain revolving loans and other financial commitments to Trustor (the "LOANS"). Except as otherwise provided in this Third Amendment, all initially capitalized terms used herein without definition shall have the same meaning as in the Credit Agreement, as amended. B. The Loans are secured by, among other things, that certain Deed of Trust with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement dated as of February 15, 1994, executed by Trustor, as trustor, to Chicago Title Insurance Company, as trustee, for the benefit of Beneficiary as agent of Bank Lenders, as beneficiary, and recorded on __________ in the Official Records of _________ County, __________ at Volume _____, Page _____ (the "ORIGINAL DEED OF TRUST"), as amended by the First Amendment to Deed of Trust with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement (the "FIRST AMENDMENT") dated as of July 21, 1994 and recorded on __________ in the Official Records of _________ County, __________ as Instrument _____, Volume _____, Page _____ and the Second Amendment to Deed of Trust with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement (the "SECOND AMENDMENT") dated as of March 10, 1995 and recorded on __________ in the Official Records of __________County, _________ as Instrument _____, Volume ____, Page __ (as so amended, the "DEED OF TRUST"). C. The Deed of Trust encumbers that certain real property located in __________ County, _________ as more particularly described in Exhibit A, attached hereto, and by this reference incorporated herein. D. Concurrently herewith, Trustor, Parent Guarantor and Bank Lenders have agreed to amend the Credit Agreement to, among other things, permit the Cash Management Providers (as defined in the Credit Agreement) to provide Cash Management Services (as defined in the Credit Agreement) to Trustor and provide that Trustor's obligations in respect thereof shall be secured by the Deed of Trust, all as set forth in that certain Nineteenth Amendment to Credit Agreement and Limited Waiver dated of even date herewith by and between Trustor, Parent Guarantor, Lenders and Beneficiary (the "NINETEENTH CREDIT AGREEMENT AMENDMENT"). E. Trustor and Beneficiary desire to amend the Deed of Trust to reflect and evidence the amendments and modifications set forth in the Nineteenth Credit Agreement Amendment. NOW, THEREFORE, with reference to the foregoing Recitals and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Trustor and Beneficiary further agree as follows: 1. The definitions of "Lenders" and "Secured Obligations" set forth in Exhibit C of the Deed of Trust shall be amended to read in their entirety as follows: "'Lender' and 'Lenders' shall mean the Bank Lenders, the Currency Hedge Providers (as defined in the Credit Agreement) and the Cash Management Providers (as defined in the Credit Agreement)." "'Secured Obligations' means (A) all Obligations, whether now existing or hereafter arising, of Trustor under or in connection with the Credit Agreement or any other Loan Documents, (B) all Obligations, whether now existing or hereafter arising, of Trustor under or in connection with the Currency Hedge Agreements (as defined in the Credit Agreement) and (C) all Obligations, whether now existing or hereafter arising, of Trustor arising in connection with the Cash Management Services (as defined in the Credit Agreement), whether for advances, costs, fees, expenses, or otherwise; provided, however, that the Secured Obligations shall not include any Cash Management Obligation (as defined in the Credit Agreement) constituting Indebtedness (as defined in the Senior Indenture (as defined in the Credit Agreement), the Additional New Senior Indenture (as defined in the Credit Agreement) or the New Senior Indentures (as defined in the Credit Agreement))." 2. Section 3.9 of the Deed of Trust is hereby amended to read in its entirety as follows: First, to payment of the costs and expenses of disposing of the Collateral and realizing Proceeds, including the reasonable costs and out-of-pocket expenses of Beneficiary and the Lenders, and attorneys' fees and costs and out-of-pocket expenses of counsel employed in connection therewith and to the payment of all advances made by Beneficiary and the Lenders for the account of Trustor hereunder and the payment of all reasonable costs and out-of-pocket expenses incurred by Beneficiary in connection with the administration and enforcement, and by any Lender in connection with the enforcement, of this Deed of Trust, to the extent that such advances, costs, and expenses shall not have been reimbursed to Beneficiary or the Lenders, as the case may be; Second, toward the satisfaction of the Secured Obligations other than Obligations in respect of principal and Reimbursement Obligations, Currency Hedge Obligations and Cash Management Obligations; Third, toward the satisfaction of the Secured Obligations in respect of principal and Reimbursement Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement; Fourth, toward the satisfaction of the Currency Hedge Obligations in the order agreed to by the Currency Hedge Providers from time to time; Fifth, toward the satisfaction of the Cash Management Obligations that constitute Secured Obligations in the order agreed to by the Cash Management Providers from time to time; and Sixth, any surplus to be paid to the Trustor, its successors and assigns, or as a court of competent jurisdiction may direct. 3. Trustor's obligations evidenced by the Credit Agreement, as amended by the Nineteenth Credit Agreement Amendment, shall continue to be secured by the Deed of Trust. Except as amended by this Third Amendment, the Deed of Trust shall remain unmodified and in full force and effect. The parties hereto hereby ratify and confirm the Deed of Trust as amended hereby. 4. It is the intent of each of the parties hereto that the Deed of Trust, as modified and amended by the First Amendment, the Second Amendment and this Third Amendment, shall have and retain the priority established at the time of its original recordation on February 18, 1994 (the "ORIGINAL RECORDING DATE"). To the extent that any court of law or equity determines that the priority of this Third Amendment may not relate back to the Original Recording Date, then (i) this Third Amendment shall be bifurcated from the Deed of Trust such that the obligations of Trustor with respect to the Cash Management Services, secured by this Third Amendment, shall have such priority as is established at the time of recordation of this Third Amendment in the Official Records of __________ County, ______, and (ii) the Deed of Trust, as unamended by this Third Amendment, shall continue to secure the obligations of Trustor under the Credit Agreement, as unamended by the Nineteenth Credit Agreement Amendment, and the other Secured Obligations set forth in the Deed of Trust, and shall continue to have the priority described in paragraph 2 of the Second Amendment. In no event shall this Third Amendment destroy, impair or otherwise affect the priority of the Deed of Trust established on the Original Recording Date. 5. This Third Amendment shall be governed by and construed in accordance with the laws in the State of ______ without giving effect to the conflict of law principles of said State. 6. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon and attached to any other counterpart identical thereto except having additional signature pages attached to it. 7. In the event of any inconsistencies between the provisions of this Third Amendment and the provisions of the Deed of Trust, the provisions of this Third Amendment shall govern and prevail. 8. The relationship of Trustor and Beneficiary with respect to the Loans and the matters set forth herein is that of creditor and debtor respectively and by virtue of entering into the Third Credit Agreement Amendment and performing their respective obligations thereunder, Trustor and Beneficiary do not intend to form a partnership or joint venture or any other relationship other than that of creditor and debtor respectively. IN WITNESS WHEREOF, the duly authorized representatives of Trustor and Beneficiary have executed this Third Amendment as of the date first above written. "TRUSTOR" KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation By: Name: David A. Cheadle Its: Assistant Treasurer "BENEFICIARY" BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation) By: Name: Michael J. Jasaitis Its: Vice President ACKNOWLEDGEMENTS STATE OF ___________________ ) ) COUNTY OF __________________ ) On December __, 2000, before me, _____________________, a Notary Public in and for said State, personally appeared ______________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ________________________________ (Seal) STATE OF ___________________ ) ) COUNTY OF __________________ ) On December __, 2000, before me, _____________________, a Notary Public in and for said State, personally appeared ______________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature________________________________ (Seal) Signature________________________________ (Seal) EXHIBIT VIII RECORDING REQUESTED BY: EXHIBIT VIII O'Melveny & Myers LLP 275 Battery Street, 26th Floor San Francisco, California 94111-3305 Attn: Jill H. Matichak, Esq. (File No. 019,368-663) THIRD AMENDMENT TO MORTGAGE WITH POWER OF SALE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT THIS THIRD AMENDMENT TO MORTGAGE WITH POWER OF SALE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "THIRD AMENDMENT") is made as of December 27, 2000 by and between KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation ("MORTGAGOR"), whose address is 5847 San Felipe, Suite 2600, Houston Texas 77057, and BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation) ("BANK OF AMERICA"), as agent for the Secured Lenders, having an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101 (Bank of America, in its capacity as agent for the Secured Lenders, shall be referred to hereinafter as "MORTGAGEE"). R E C I T A L S : A. Pursuant to that certain Credit Agreement dated as of February 15, 1994 (the "CREDIT AGREEMENT") between Mortgagor, Kaiser Aluminum Corporation, a Delaware corporation ("PARENT GUARANTOR"), Bank of America and various other financial institutions named therein (which financial institutions, together with Bank of America in its capacity as lender, shall be referred to hereinafter collectively as "BANK LENDERS") and Mortgagee, Bank Lenders agreed to make certain revolving loans and other financial commitments to Mortgagor (the "LOANS"). Except as otherwise provided in this Third Amendment, all initially capitalized terms used herein without definition shall have the same meaning as in the Credit Agreement, as amended. B. The Loans are secured by, among other things, that certain Mortgage with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement dated as of February 15, 1994, executed by Mortgagor, as mortgagor, to Mortgagee as agent of Bank Lenders, as mortgagee, and recorded on __________ in the Official Records of __________ County, __________ at Volume _____, Page _____ (the "ORIGINAL MORTGAGE"), as amended by the First Amendment to Mortgage with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement (the "FIRST AMENDMENT") dated as of July 21, 1994 and recorded on __________ in the Official Records of _________ County, __________ as Instrument __________, Volume _____, Page _____ and the Second Amendment to Mortgage with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement (the "SECOND AMENDMENT") dated as of March 10, 1995 and recorded on __________ in the Official Records of __________ County, __________ as Instrument _____, Volume ____, Page __ (as so amended, the "MORTGAGE"). C. The Mortgage encumbers that certain real property located in __________ County, __________ as more particularly described in Exhibit A, attached hereto, and by this reference incorporated herein. D. Concurrently herewith, Mortgagor, Parent Guarantor and Bank Lenders have agreed to amend the Credit Agreement to, among other things, permit the Cash Management Providers (as defined in the Credit Agreement) to provide Cash Management Services (as defined in the Credit Agreement) to Mortgagor and provide that Mortgagor's obligations in respect thereof shall be secured by the Mortgage, all as set forth in that certain Nineteenth Amendment to Credit Agreement dated of even date herewith by and between Mortgagor, Parent Guarantor, Lenders and Mortgagee (the "NINETEENTH CREDIT AGREEMENT AMENDMENT"). E. Mortgagor and Mortgagee desire to amend the Mortgage to reflect and evidence the amendments and modifications set forth in the Nineteenth Credit Agreement Amendment. NOW, THEREFORE, with reference to the foregoing Recitals and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor and Mortgagee further agree as follows: 1. The definitions of "Lenders" and "Secured Obligations" set forth in Exhibit C of the Mortgage shall be amended to read in their entirety as follows: "'Lender' and 'Lenders' shall mean the Bank Lenders, the Currency Hedge Providers (as defined in the Credit Agreement) and the Cash Management Providers (as defined in the Credit Agreement)." "'Secured Obligations' means (A) all Obligations, whether now existing or hereafter arising, of Mortgagor under or in connection with the Credit Agreement or any other Loan Documents, (B) all Obligations, whether now existing or hereafter arising, of Mortgagor under or in connection with the Currency Hedge Agreements (as defined in the Credit Agreement) and (C) all Obligations, whether now existing or hereafter arising, of Mortgagor arising in connection with the Cash Management Services (as defined in the Credit Agreement), whether for advances, costs, fees, expenses, or otherwise; provided, however, that the Secured Obligations shall not include any Cash Management Obligation (as defined in the Credit Agreement) constituting Indebtedness (as defined in the Senior Indenture (as defined in the Credit Agreement), the Additional New Senior Indenture (as defined in the Credit Agreement) or the New Senior Indentures (as defined in the Credit Agreement))." 2. Section 3.9 of the Mortgage is hereby amended to read in its entirety as follows: First, to payment of the costs and expenses of disposing of the Collateral and realizing Proceeds, including the reasonable costs and out-of-pocket expenses of Mortgagee and the Lenders, and attorneys' fees and costs and out-of-pocket expenses of counsel employed in connection therewith and to the payment of all advances made by Mortgagee and the Lenders for the account of Mortgagor hereunder and the payment of all reasonable costs and out-of-pocket expenses incurred by Mortgagee in connection with the administration and enforcement, and by any Lender in connection with the enforcement, of this Mortgage, to the extent that such advances, costs, and expenses shall not have been reimbursed to Mortgagee or the Lenders, as the case may be; Second, toward the satisfaction of the Secured Obligations other than Obligations in respect of principal and Reimbursement Obligations, Currency Hedge Obligations and Cash Management Obligations; Third, toward the satisfaction of the Secured Obligations in respect of principal and Reimbursement Obligations, including the deposit of available funds in an amount equal to the then aggregate Letter of Credit Outstandings in the L/C Collateral Account in accordance with Section 5.8 of the Credit Agreement; Fourth, toward the satisfaction of the Currency Hedge Obligations in the order agreed to by the Currency Hedge Providers from time to time; Fifth, toward the satisfaction of the Cash Management Obligations that constitute Secured Obligations in the order agreed to by the Cash Management Providers from time to time; and Sixth, any surplus to be paid to the Mortgagor, its successors and assigns, or as a court of competent jurisdiction may direct. 3. Mortgagor's obligations evidenced by the Credit Agreement, as amended by the Nineteenth Credit Agreement Amendment, shall continue to be secured by the Mortgage. Except as amended by this Third Amendment, the Mortgage shall remain unmodified and in full force and effect. The parties hereto hereby ratify and confirm the Mortgage as amended hereby. 4. It is the intent of each of the parties hereto that the Mortgage, as modified and amended by the First Amendment, the Second Amendment and this Third Amendment, shall have and retain the priority established at the time of its original recordation on February 18, 1994 (the "ORIGINAL RECORDING DATE"). To the extent that any court of law or equity determines that the priority of this Third Amendment may not relate back to the Original Recording Date, then (i) this Third Amendment shall be bifurcated from the Mortgage such that the obligations of Mortgagor with respect to the Cash Management Services, secured by this Third Amendment, shall have such priority as is established at the time of recordation of this Third Amendment in the Official Records of _____ County, ___, and (ii) the Mortgage, as unamended by this Third Amendment, shall continue to secure the obligations of Mortgagor under the Credit Agreement, as unamended by the Nineteenth Credit Agreement Amendment, and the other Secured Obligations set forth in the Mortgage, and shall continue to have the priority described in paragraph 2 of the Second Amendment. In no event shall this Third Amendment destroy, impair or otherwise affect the priority of the Mortgage established on the Original Recording Date. 5. This Third Amendment shall be governed by and construed in accordance with the laws in the State of ___ without giving effect to the conflict of law principles of said State. 6. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon and attached to any other counterpart identical thereto except having additional signature pages attached to it. 7. In the event of any inconsistencies between the provisions of this Third Amendment and the provisions of the Mortgage, the provisions of this Third Amendment shall govern and prevail. 8. The relationship of Mortgagor and Mortgagee with respect to the Loans and the matters set forth herein is that of creditor and debtor respectively and by virtue of entering into the Third Credit Agreement Amendment and performing their respective obligations thereunder, Mortgagor and Mortgagee do not intend to form a partnership or joint venture or any other relationship other than that of creditor and debtor respectively. IN WITNESS WHEREOF, the duly authorized representatives of Mortgagor and Mortgagee have executed this Third Amendment as of the date first above written. "MORTGAGOR" KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware corporation By: Name: David A. Cheadle Its: Assistant Treasurer "MORTGAGEE" BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation) By: Name: Michael J. Jasaitis Its: Vice President ACKNOWLEDGEMENTS STATE OF ___________________ ) ) COUNTY OF __________________ ) On December __, 2000, before me, _____________________, a Notary Public in and for said State, personally appeared ______________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ________________________________ (Seal) STATE OF ___________________ ) ) COUNTY OF __________________ ) On December __, 2000, before me, _____________________, a Notary Public in and for said State, personally appeared ______________________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature ________________________________ (Seal) EXHIBIT A LEGAL DESCRIPTION OF PROPERTY EXHIBIT IX SECOND AMENDMENT TO INTERCOMPANY NOTE PLEDGE AGREEMENT THIS SECOND AMENDMENT TO INTERCOMPANY NOTE PLEDGE AGREEMENT (this "Amendment"), dated as of December 27, 2000, is by and among Kaiser Export Company, a California corporation, and Kaiser Bauxite Company, a Nevada corporation, (collectively, the "Pledgors" and, individually, a "Pledgor"), and Bank of America, N.A. (successor to BankAmerica Business Credit, Inc., a Delaware corporation), as agent for the Secured Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"). Capitalized terms used, but not defined, herein shall have the meanings given to such terms in the Credit Agreement, as amended by the Nineteenth Amendment. W I T N E S S E T H: WHEREAS, Kaiser Aluminum & Chemical Corporation (the "Company"), Kaiser Aluminum Corporation, the various financial institutions that are or may from time to time become parties to the Credit Agreement (collectively, the "Lenders" and, individually, a "Lender"), and the Agent are parties to the Credit Agreement, dated as of February 15, 1994, as amended by the First Amendment to Credit Agreement, dated as of July 21, 1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995, the Third Amendment to Credit Agreement and Acknowledgment, dated as of July 20, 1995, the Fourth Amendment to Credit Agreement, dated as of October 17, 1995, the Fifth Amendment to Credit Agreement, dated as of December 11, 1995, the Sixth Amendment to Credit Agreement, dated as of October 1, 1996, the Seventh Amendment to Credit Agreement, dated as of December 17, 1996, the Eighth Amendment to Credit Agreement, dated as of February 24, 1997, the Ninth Amendment to Credit Agreement and Acknowledgment, dated as of April 21, 1997, the Tenth Amendment to Credit Agreement and Assignment, dated as of June 25, 1997, the Eleventh Amendment to Credit Agreement and Limited Waivers, dated as of October 20, 1997, the Twelfth Amendment to Credit Agreement, dated as of January 13, 1998, the Thirteenth Amendment to Credit Agreement, dated as of July 20, 1998, the Fourteenth Amendment to Credit Agreement, dated as of December 11, 1998, the Fifteenth Amendment to Credit Agreement, dated as of February 23, 1999, the Sixteenth Amendment to Credit Agreement, dated as of March 26, 1999, the Seventeenth Amendment to Credit Agreement, dated as of September 24, 1999, and the Eighteenth Amendment to Credit Agreement, dated as of February 11, 2000 (the "Credit Agreement"); and WHEREAS, as of the date hereof the Company, the Parent Guarantor, the Lenders and the Agent are entering into a Nineteenth Amendment to Credit Agreement and Limited Waiver (the "Nineteenth Amendment"); and WHEREAS, the Pledgors and the Agent are parties to the Intercompany Note Pledge Agreement, dated as of February 15, 1994, as amended by the First Amendment to Intercompany Note Pledge Agreement, dated as of July 21, 1994 (the "Intercompany Note Pledge Agreement"), and have agreed to amend the Intercompany Note Pledge Agreement as herein provided; and WHEREAS, the Required Lenders have consented to the execution and delivery of this Amendment by the Agent; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to Intercompany Note Pledge Agreement. Section 2.3 of the Intercompany Note Pledge Agreement is amended to read in its entirety as follows: "SECTION 2.3. Secured Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) of, all Obligations of the Parent Guarantor, the Company, and their respective Subsidiaries, whether now existing or hereafter arising under or in connection with the Credit Agreement or any other Loan Document, all Obligations of the Company now existing or hereafter arising under or in connection with the Currency Hedge Agreements, all Obligations of the Company now existing or hereafter arising in connection with the Cash Management Services, and any and all extensions or renewals, thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to the Parent Guarantor, the Company or any of their respective Subsidiaries, would accrue on such Obligations), reimbursements of amounts drawn under Letters of Credit, fees, expenses, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, whether or not from time to time decreased or extinguished and later increased, created, or incurred, and all or any portion of such Obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Agent or any Secured Lender as a preference, fraudulent transfer, or otherwise, and any and all Obligations of any Pledgor now or hereafter existing under this Agreement, whether for advances, costs, fees, expenses, or otherwise (collectively, the 'Secured Obligations')." Section 2. Pledgors' Representations and Warranties. In order to induce the Agent to enter into this Amendment and to amend the Intercompany Note Pledge Agreement in the manner provided herein, and to induce the Required Lenders to consent to such action by the Agent, each Pledgor represents and warrants to each Lender and the Agent that, as of the Nineteenth Amendment Effective Date (as defined in the Nineteenth Amendment) after giving effect to the effectiveness of this Amendment, the following statements are true and correct in all material respects: A. Authorization of Agreements. The execution and delivery of this Amendment by such Pledgor and the performance of the Intercompany Note Pledge Agreement as amended by this Amendment (the "Amended Agreement") by such Pledgor are within such Pledgor's corporate powers and have been duly authorized by all necessary corporate action on the part of such Pledgor. B. No Conflict. The execution and delivery by such Pledgor of this Amendment and the performance by such Pledgor of the Amended Agreement do not: (1) contravene such Pledgor's Organic Documents; (2) contravene the Senior Indenture, the New Senior Indenture, the Additional New Senior Indentures or the Subordinated Indenture or contravene any other contractual restriction where such a contravention has a reasonable possibility of having a Materially Adverse Effect or contravene any law or governmental regulation or court decree or order binding on or affecting such Pledgor or any of its Subsidiaries; or (3) result in, or require the creation or imposition of, any Lien on any of such Pledgor's properties, other than pursuant to the Loan Documents. C. Binding Obligation. This Amendment has been duly executed and delivered by such Pledgor and this Amendment and the Amended Agreement constitute the legal, valid and binding obligations of such Pledgor, enforceable against such Pledgor in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and by general principles of equity. D. Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance of this Amendment by such Pledgor. Section 3. Miscellaneous. A. Reference to and Effect on the Intercompany Note Pledge Agreement and the Other Loan Documents. (1) On and after the Nineteenth Amendment Effective Date, each reference in the Intercompany Note Pledge Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Intercompany Note Pledge Agreement, and each reference in the other Loan Documents to the "Intercompany Note Pledge Agreement", "thereunder", "thereof" or words of like import referring to the Intercompany Note Pledge Agreement shall mean and be a reference to the Amended Agreement. (2) Except as specifically amended by this Amendment, the Intercompany Note Pledge Agreement shall remain in full force and effect and is hereby ratified and confirmed. (3) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Intercompany Note Pledge Agreement. B. Applicable Law. THIS AMENDMENT 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. C. Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereof. D. Counterparts. This Amendment may be executed by the parties hereto in several counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. E. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provisions in any other jurisdiction. IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written. KAISER BAUXITE COMPANY KAISER EXPORT COMPANY By: By: Name Printed: David A. Cheadle Name Printed: David A. Cheadle Its: Assistant Treasurer Its: Assistant Treasurer BANK OF AMERICA, N.A. (successor to BankAmerica Business Credit, Inc.), as Agent By: Name Printed: Its:
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10-K Filing
Kaiser Aluminum & Chemical Inactive 10-K2000 FY Annual report
Filed: 30 Mar 01, 12:00am