Second Amendment to the Amendment Restated Administrative Services Agreement



 EXHIBIT 10.2 

SECOND AMENDMENT 
 TO 
 AMENDED AND
RESTATED 
 ADMINISTRATIVE SERVICES AGREEMENT 

This SECOND AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is dated as of May 9, 2012
(“Amendment”), and is made by and between BUSINESS STAFFING, INC., a Delaware corporation (“Business Staffing”), and KAISER VENTURES LLC, a Delaware limited liability company (“Kaiser
LLC”). 
 WHEREAS, Kaiser LLC and Business Staffing entered into that certain Amended and Restated Administrative
Services Agreement dated December 31, 2010 (the “Services Agreement”); 
 WHEREAS, Kaiser LLC and
Business Staffing clarified and modified the Services Agreement by that certain First Amendment to the Services Agreement dated May 11, 2011, (“First Amendment”) to provide that upon the occurrence of a change of control of
Kaiser LLC, as that term is defined herein, the full severance compensation, severance benefits and related severance costs for all employees of Business Staffing shall be immediately funded; 

WHEREAS, Kaiser LLC and Business Staffing by this Amendment desire to further clarify the “change of control” funding
procedures upon the occurrence of a change of control. 
 NOW, THEREFORE, in consideration of the foregoing, and the
respective covenants and agreement of the parties contained herein and in the Services Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows: 
 1. AMENDMENT TO PARAGRAPH 4(c). Paragraph 4(c) of the Services
Agreement is hereby amended by the deletion of the last sentence at the end of the existing Paragraph 4(c) that was added by the First Amendment and substituting therefore the following new sentences: 

Upon the occurrence of a Change of Control as defined in this Agreement, the billing and payment of the Cost of Services may occur more
frequently than once a month and the amounts to be received by Business Staffing pursuant to the provisions of Paragraph 4(a)(iii) shall be immediately remitted to Business Staffing. The funds received by Business Staffing pursuant to Paragraph 4(a)
(iii) shall be held and accounted for in a segregated account. In the event that any particular intended recipient of severance and severance benefits is no longer eligible to receive severance benefits (or the severance benefits are less that
originally projected), upon such determination Business Staffing shall immediately remit back to Kaiser LLC the amount of such funded benefits together with any investment returns on such amount. In addition, Business Staffing shall invest the
remitted funds in the 

  
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segregated account in accordance with Kaiser LLC’s investment policy as it may change from time to time. 
 2. RATIFICATION OF SERVICES AGREEMENT AS AMENDED. The Services Agreement is
not amended in any respect except as expressly provided herein, and the Services Agreement as amended by the First Amendment and further amended by this Amendment is hereby ratified and approved in all respects. 

IN WITNESS WHEREOF, this Amendment has been executed and delivered by the duly authorized officers or representatives of each of
the Parties hereto, to be effective as of the date set forth above. 
  

									
	KAISER VENTURES LLC	  		  	BUSINESS STAFFING, INC.
					
	By:	  	 /s/ Richard E. Stoddard
	  		  	By:	  	 /s/ James F. Verhey

		  	Richard E. Stoddard	  		  		  	James F. Verhey
		  	President & Chief Executive Officer	  		  		  	Vice President

  

			
	Approved by the Board of Managers of Kaiser Ventures LLC and as to final form by the Human Relations Committee of Kaiser Ventures LLC
		
	By:	 	 /s/ Ronald E. Bitonti

		 	Ronald E. Bitonti, Chairman
		 	Human Relations Committee


  
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