Guarantors' Acknowledgment and Consent



 EXHIBIT 10.26.1 
 GUARANTORS’ ACKNOWLEDGMENT 
 AND CONSENT (2000 L/C) 
 Reference is made to the following: 
 A.
Reimbursement Agreement dated as of May 1, 2000, between West Valley MRF, LLC, a California limited liability company (the “Borrower”); and Union Bank of California, N.A., a national banking association (the “Bank”) as
amended by that certain First Amendment Agreement dated as of January 1, 2003 and that certain Extension and Amendment Agreement dated as of May 5, 2005 (as so amended, the “Original Reimbursement Agreement”) pursuant to which
the Bank has issued its Irrevocable Letter of Credit No. 306S232758, dated May 16, 2000 (as heretofore amended, the “Letter of Credit”) in favor of BNY Western Trust Company, as Trustee; and 
 B. Third Amendment Agreement (2000 L/C) dated as of May 1, 2007 (the “Amendment Agreement”) by and between the Bank and the Borrower,
pursuant to which the parties have agreed that for the remaining term of the Letter of Credit, regular monthly deposits into the Deposit Account shall not be required nor shall the Borrower be required to cause there to be an annual partial optional
redemption of the Bonds; the Original Reimbursement Agreement as amended by the Amendment Agreement is hereinafter referred to as the “Reimbursement Agreement” and capitalized terms used herein without definition shall have the respective
meanings ascribed thereto in the Reimbursement Agreement. 
 Each of the undersigned (individually a “Guarantor” and collectively
the “Guarantors”) has guaranteed the payment and performance of certain of the Borrower’s obligations under the Original Reimbursement Agreement and Related Documents pursuant to written guaranties heretofore delivered to the Bank
(collectively, the “Guaranties”) and expects to derive benefit from the transactions contemplated by the Amendment Agreement. For valuable consideration receipt whereof is hereby acknowledged, each of the undersigned hereby agrees as
follows: 
 1. The Borrower and the Guarantors have requested the Bank to enter into the Amendment Agreement. 
 2. Each Guarantor hereby acknowledges receipt of a copy of the Amendment Agreement and consents to the execution, delivery and performance of the
Amendment Agreement by the Borrower and the Bank. 
 3. Each Guarantor hereby ratifies, approves and confirms the Guaranties which it has
delivered to the Bank and agrees that it continues to be bound by the terms thereof with 
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respect to the Reimbursement Agreement and agrees that such Guaranties shall inure to the benefit of the Bank with respect to the Borrower’s obligations
to the Bank under the Reimbursement Agreement and the Related Documents. This Acknowledgment and Consent may be executed in multiple counterparts which taken together shall constitute one and the same document. 
 IN WITNESS WHEREOF the undersigned have executed this Acknowledgment and Consent as of the Effective Date (as such term is defined in the Amendment
Agreement). 
  

			
	“GUARANTORS”
	
	Kaiser Recycling LLC,
	a Delaware limited liability company
		
	By:	 	/s/ James F. Verhey
		 	Name: James F. Verhey
		 	Title: Vice President
	
	West Valley Recycling & Transfer, Inc.,
	 a California corporation

		
	By:	 	/s/ Cole Burr
		 	Name: Cole Burr
		 	Title: President
	
	Burrtec Waste Industries, Inc.,
	a California corporation
		
	By:	 	/s/ Cole Burr
		 	Name: Cole Burr
		 	Title: President
	
	Kaiser Ventures, LLC, a
	a Delaware limited liability company
		
	By:	 	/s/ James F. Verhey
		 	Name: James F. Verhey
		 	Title: Exec. V.P. - CFO