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