Second Amendment Agreement



 EXHIBIT 10.18.1 
 THIS SECOND AMENDMENT AGREEMENT (1997 L/C) (this “Agreement”) is dated as of May 1, 2007, by and between West Valley MRF, LLC, a
California limited liability company (the “Borrower”) and Union Bank of California, N.A. (the “Bank”) and is being entered into in connection with the following: 
 A. The Bank and the Borrower are party to a Reimbursement Agreement dated as of June 1, 1997 as amended by that certain Extension and Amendment
Agreement dated as of May 5, 2005 (as so amended, the “Reimbursement Agreement”), pursuant to which the Bank has issued its Irrevocable Letter of Credit No. 306S230625, dated June 25, 1997 (as heretofore amended, the
“Letter of Credit”) in favor of BNY Western Trust Company, as Trustee. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Reimbursement Agreement. 
 B. Under Section 1(g) of the Reimbursement Agreement, the Borrower is required to make monthly deposits into the Deposit Account so that the
aggregate annual amount of such deposits is equal to the respective amounts shown on the bond amortization/reimbursement deposit schedule attached as Exhibit B to the Reimbursement Agreement. The Borrower has requested that the bond
amortization/reimbursement deposit schedule be amended to reduce both the monthly deposit requirement and the amount required for the annual partial redemption of Bonds. The Bank has approved this request subject to the terms and conditions
hereinafter set forth. 
 NOW, THEREFORE, the Bank and the Borrower do hereby agree as follows: 
 1. Effective as of the Effective Date (as defined below), the Bank and the Borrower agree that the bond amortization/reimbursement deposit schedule
attached as Exhibit B to the Reimbursement Agreement is hereby deleted and is replaced by a new Exhibit B in the form attached hereto. This Agreement and such written consent may be executed in counterparts and the Bank may accept execution of
counterparts via facsimile transmission. 
 2. The Borrower hereby represents and warrants to the Bank as follows: 
 (a) No Default or Event of Default under the Reimbursement Agreement, the Deed of Trust or any Related Document has occurred and is
continuing; 
 (b) The execution, delivery and performance by the Borrower of this Agreement have been duly authorized by all
necessary company action and do not and will not require any registration with, consent or approval of, notice to or action by, any person (including any governmental agency) in order to be effective and enforceable. The Deed of Trust constitutes
the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, without defense, counterclaim or offset; and 
 (c) All representations and warranties of the Borrower under the Reimbursement Agreement and the Deed of Trust are true and correct fully as if made on the date hereof. 
 3. When both of the following conditions precedent have been satisfied or waived by the Bank, this Agreement will be deemed effective as of May 1,
2007 (“Effective Date”): 







 (a) The Bank has received from the Borrower a counterpart of this Agreement duly executed
by the Borrower together with a fully executed copy of a Guarantors’ Acknowledgment and Consent in form and substance satisfactory to the Bank; and 
 (b) All representations and warranties of the Borrower contained herein and in the Reimbursement Agreement are true and correct as of the Effective Date and no Event of Default, and no event which with notice or lapse
of time or both would become an Event of Default, shall have occurred and be continuing under the Reimbursement Agreement. 
 4. This Second
Amendment Agreement may be executed in multiple counterparts which taken together shall constitute one and the same document. As modified hereby, the Reimbursement Agreement is hereby ratified, approved and confirmed and remains in full force and
effect. 
 IN WITNESS WHEREOF, the Bank and the Borrower have executed this Second Amendment Agreement effective as of the date first set
forth above. 
  

					
	 WEST VALLEY MRF, LLC,
 a California limited
liability company

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

			
		 	By:	 	/s/ Cole Burr
		 		 	Name: Cole Burr
		 		 	Title: President


  

			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	/s/ Myra Juetten
		 	Name: Myra Juetten
		 	Title: Vice President


  

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 EXHIBIT B 
 REIMBURSEMENT DEPOSIT SCHEDULE 
  

			
	 Twelve Months Ending in June
	  	 Annual DSR Deposit Amount

	 2007
	  	630,000
	 2008
	  	630,000
	 2009
	  	630,000

  

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