MAXXAM GROUP HOLDINGS INC.
$130,000,000 12% Senior Secured Notes due 2003
SECOND SUPPLEMENTAL INDENTURE
Dated as of July 29, 1998
to
INDENTURE
Dated as of December 23, 1996
--------------------
U.S. Bank Trust National Association, Trustee
SECOND SUPPLEMENTAL INDENTURE, dated as of July 29, 1998, between
MAXXAM Group Holdings Inc. (the "Company") and U.S. Bank Trust National
Association, a national banking association (formerly known as First Bank
National Association), as Trustee (the "Trustee").
WHEREAS, the Company and First Bank National Association, as
trustee, executed an Indenture, dated as of December 23, 1996, in respect
of $130,000,000 aggregate principal amount of 12% Senior Secured Notes due
2003 (the "Indenture");
WHEREAS, the Indenture was supplemented and amended by a First
Supplemental Indenture dated as of July 8, 1998;
WHEREAS, the Indenture, as supplemented and amended by such First
Supplemental Indenture, is hereinafter referred to as the "Indenture";
WHEREAS, the Indenture was also executed by MAXXAM Inc. to
confirm its agreements set forth in Article 12 of the Indenture;
WHEREAS, for all purposes of this Second Supplemental Indenture,
except as otherwise defined or unless the context otherwise requires, terms
used in capitalized form in this Second Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture;
WHEREAS, Section 9.01 of the Indenture permits the Company and
the Trustee to amend, supplement or otherwise modify the Indenture or the
Securities as hereinafter provided; and
WHEREAS, all conditions and requirements necessary to make this
Second 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
The Indenture is hereby amended as follows:
1. Section 4.03(a) of the Indenture is hereby amended by
replacing the number 2.0 in such section with the number 3.2.
2. Section 5.01 of the Indenture is hereby amended by replacing
the number 2.0 in clause (iii) of such section with the number 3.2.
3. Section 10.01(b) of the Indenture is hereby amended by
deleting the first sentence following clause (iv) of such section.
4. Section 10.05(c)(1) of the Indenture is hereby amended by
replacing the number 16,055,000 in clause (iii) of such subsection with the
number 27,938,250.
5. Exhibit D to the Indenture is hereby amended to read in its
entirety as follows:
Company Type of Stock Certificate No. No. of Shares
Kaiser Aluminum Common SFU 1216 27,938,250
Corporation
MAXXAM Group Common 2 100
Inc.
ARTICLE II
PLEDGE OF RELEASED KAISER SHARES
To secure the full and punctual payment of principal and premium
of and interest on the Securities and all other amounts payable pursuant to
the Indenture, MGHI hereby grants to the Trustee, pursuant to Section
10.1(b) of the Indenture, for the benefit of the Holders and the Trustee, a
first priority and (except for Liens permitted under Section 4.16 of the
Indenture) exclusive security interest in all its right, title and interest
in and to the following:
(i) the 27,938,250 shares of Common Stock, par value $.01 per
share, of Kaiser described on Exhibit D to the Indenture, as amended
by this Second Supplemental Indenture;
(ii) all certificates whether now owned or hereafter acquired
representing any of the shares referred to in clause (i) of this
Article II;
(iii)all dividends, cash, instruments and other property and
proceeds from time to time received, receivable or otherwise
distributed on or in exchange for any of the foregoing after the date
hereof, including, without limitation, any stocks, bonds or other
securities, options, warrants, or other such rights, cash or other
property payable or distributable on any of the shares referred to in
clause (i) of this Article II at any time after the date hereof,
including, without limitation, any distribution on any such shares
upon the dissolution or liquidation, in whole or in part, of the
issuer of such shares or the consolidation or merger of such issuer
with any other person or persons, or the reorganization of such
issuer, or any distribution on any such shares of the capital or
paid-in capital surplus or any part thereof of the issuer of such
shares, in any form, or any subdivision, combination, reclassification
or redemption of any such shares; and
(iv) to the extent not included in clauses (i), (ii) and (iii) of
this Article II, all proceeds (as defined in the Uniform Commercial
Code as in effect on the date of the Indenture) of any and all of the
foregoing (arising after the date hereof).
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 2.1. 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 2.2. Governing Law. THE LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICA-
TION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT
THAT THE LAWS OF THE STATE OF MINNESOTA SHALL GOVERN MATTERS CONCERNING THE
VALIDITY AND PERFECTION OF SECURITY INTERESTS OF THE TRUSTEE IN FAVOR OF
THE HOLDERS IN THE ACCOUNTS, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 2.3. Successors. All agreements of the Company in this
Second Supplemental Indenture shall bind their successors. All agreements
of the Trustee in this Second Supplemental Indenture shall bind its
successors.
Section 2.4. Multiple Counterparts. This Second 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 2.5. Effectiveness. The provisions of this Second
Supplemental Indenture shall become effective immediately upon its
execution and delivery by the Trustee in accordance with the provisions of
Article 9 of the Indenture.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first
written above.
Attest: MAXXAM GROUP HOLDINGS INC.
By: /S/ LISA S. BLAHA By: /S/ DELONA J. MOORE
Name: Lisa S. Blaha Name: Delona J. Moore
Title: Assistant Secretary Title: Assistant Treasurer
Attest: U.S. BANK TRUST NATIONAL
ASSOCIATION
By: /S/ JUDITH M. ZUZEK
Name: Judith M. Zuzek By: /S/ RICHARD H. PROKOSCH
Title: Assistant Secretary Name: Richard H. Prokosch
Title: Assistant Vice
President
MAXXAM Inc. hereby consents to the
execution and delivery of this
Second Supplemental Indenture and
confirms its agreements set forth
Attest: in Article 12 of the Indenture
By: /S/ LISA S. BLAHA By: /S/ PAUL N. SCHWARTZ
Name: Lisa S. Blaha Name: Paul N. Schwartz
Title: Assistant Secretary Title: President