exv10w1



 





Exhibit 10.1




FIRST AMENDMENT TO SENIOR SECURED

REVOLVING CREDIT AGREEMENT, CONSENT AND

FACILITY INCREASE




                    FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, CONSENT AND FACILITY
INCREASE, dated as of December 10, 2007 (this “Amendment”), among Kaiser Aluminum Corporation,
a Delaware corporation (the “Parent”), Kaiser Aluminum Investments Company, a Delaware corporation
(“KAIC”), Kaiser Aluminum Fabricated Products, LLC, a Delaware limited liability company (“KAFP”),
and Kaiser Aluminium International, Inc., a Delaware corporation (“KAII”, and together with the
Parent, KAIC, KAFP, each a “Borrower” and collectively, the “Borrowers”), JPMorgan Chase Bank,
N.A., a national banking association organized under the laws of the United States (“JPMorgan
Chase”) and each of the other financial institutions party hereto (together with JPMorgan Chase,
the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders.



W I T N E S S E T H:




                    WHEREAS, the Borrowers, the original Lenders, and the Administrative Agent have entered into
that certain Senior Secured Revolving Credit Agreement, dated as of July 6, 2006 (as so amended,
supplemented or modified, the “Credit Agreement”; capitalized terms used herein but not otherwise
defined herein shall have the meanings given such terms in the Credit Agreement);



                    WHEREAS, the Borrowers have requested that a Facility Increase in the amount of $65,000,000
pursuant to and in accordance with the terms of Section 2.22 of the Credit Agreement;



                    WHEREAS, in connection with such Facility Increase, (a) the Borrowers and the Administrative
Agent have agreed to permit two additional Lenders (the “New Lenders”) to become party to, and
provide Commitments under, the Credit Agreement, (b) the Administrative Agent, the Borrowers and
the Lenders have agreed to reallocate the Commitments among the Lenders (including the New Lenders)
as set forth on Schedule 1 attached hereto and (c) each Lender (including the New Lenders), after
giving effect to such Facility Increase, shall purchase or sell any outstanding Loans and Letter of
Credit Exposure held by it from or to the other Lenders, as directed by the Administrative Agent,
such that, after giving effect to such purchases and sales, each Lender holds its Commitment
Percentage of any outstanding Loans and Letter of Credit Exposure;



                    WHEREAS, the Borrowers’ Agent has elected to replace each Non-Consenting Lender as a Lender
party to the Credit Agreement pursuant to Section 9.02(e) of the Credit Agreement, and JPMorgan
Chase has agreed to purchase, contemporaneously with the occurrence of the First Amendment
Effective Date, each Non-Consenting Lender’s Commitment up to an aggregate amount of $20,000,000,
in accordance with the terms of an Assignment and Assumption substantially in the form of Exhibit D
to the Credit Agreement;



                    WHEREAS, the Borrowers have also requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement and consent to the Borrowers’ entering into Master
Bailment Agreements from time to time, and the Lenders and the



1









 







Administrative Agent are willing to so amend the Credit Agreement and consent to the
Borrowers’ entering into such Master Bailment Agreements on the terms and subject to the conditions
set forth herein;



                    NOW, THEREFORE, in consideration of the premises and the agreements herein contained,
Borrowers, Lenders, and Administrative Agent hereby agree as follows:



ARTICLE I

AMENDMENT TO CREDIT AGREEMENT




                    Section 1.1 Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended as follows:



                              (a) The following new defined terms are hereby inserted in proper alphabetical order:




	 	 	“Appraisal Date” shall mean, with respect to any appraisal delivered to the
Administrative Agent in accordance with the terms hereof, the last day of the month in
which the applicable Appraisal Effective Date occurs.
	 
	 	 	“Appraisal Effective Date” shall mean, with respect to any appraisal delivered to
the Administrative Agent in accordance with the terms hereof, the date as of which the
property subject to such appraisal is appraised.
	 
	 	 	“First Amendment” shall mean that certain First Amendment to Senior Secured
Revolving Credit Agreement and Consent, dated as of December 10, 2007.
	 
	 	 	“First Amendment Effective Date” shall mean December 10, 2007.





                              (b) The defined term “Applicable Equipment Value” is hereby amended and restated in its
entirety to read as follows:




	 	 	“Applicable Equipment Value” shall mean, with respect to Eligible Equipment that is
Class 1 Equipment, Class 4 Equipment, Class 5 Equipment or Class 6 Equipment, (x) from the
date of purchase of such Eligible Equipment to the date such Eligible Equipment is
appraised in accordance with the terms hereof, an amount equal to 80% of the cash purchase
price of such Eligible Equipment (excluding any portion thereof attributable to
engineering, design and other soft costs or to taxes, shipping, handling, storage, delivery
or similar charges) paid by the acquiring Borrower to purchase such Eligible Equipment and
(y) at all times thereafter, the lesser of (i) the amount determined in accordance with
clause (x) and (ii) 80% of the appraised Net Orderly Liquidation Value of such Eligible
Equipment.





                              (c) The defined term “Borrowing Base” is hereby amended by amending and restating subsection
(iv) in its entirety to read as follows:



     (iv) the sum of




          (A) the Class 1 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 1 Equipment that has not yet been appraised in accordance with the terms hereof,
plus



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          (B) the Class 1 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 1 Equipment that has been appraised in accordance with the terms hereof,
plus




          (C) the Class 4 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 4 Equipment that has not yet been appraised in accordance with the terms hereof,
plus




          (D) the Class 4 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 4 Equipment that has been appraised in accordance with the terms hereof,
plus




          (E) the Class 5 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 5 Equipment that has not yet been appraised in accordance with the terms hereof,
plus




          (F) the Class 5 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 5 Equipment that has been appraised in accordance with the terms hereof,
plus




          (G) the Class 6 Equipment Percentage multiplied by the Applicable Equipment Value of
the Class 6 Equipment that has not yet been appraised in accordance with the terms hereof,
plus;




            (H) the Class 6 Equipment Percentage multiplied by the Applicable Equipment
Value of the Class 6 Equipment that has been appraised in accordance with the terms hereof;
minus



                              (d) The defined term “Class 1 Equipment” is hereby amended and restated in its entirety to
read as follows:




	 	 	“Class 1 Equipment” shall mean, collectively, any and all Eligible Equipment in
existence on February 11, 2005 and any and all Eligible Equipment acquired by the Borrower
since February 11, 2005 and on or before December 31, 2007.





                              (e) The defined term “Class 1 Equipment Percentage” is hereby amended and restated in its
entirety to read as follows:




	 	 	“Class 1 Equipment Percentage” shall mean, as of any date, the percentage equal to
one hundred percent (100%) minus the percentage obtained by dividing the number of full
calendar months elapsed since September 30, 2007 by eighty-four (84); provided,
however, that upon receipt of an appraisal by the Administrative Agent in accordance with
the terms hereof with respect to Class 1 Equipment after September 30, 2007, the Class 1
Equipment Percentage shall be reset to be equal to one hundred percent (100%) minus the
percentage obtained by dividing the number of full calendar months elapsed since the most
recent Appraisal Date with respect to such Equipment by eighty-four (84).





                              (f) The defined term “Class 4 Equipment Percentage” is hereby amended and restated in its
entirety to read as follows:



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	 	 	“Class 4 Equipment Percentage” shall mean, as of any date after December 31, 2008,
the percentage equal to one hundred percent (100%) minus the percentage obtained by
dividing the number of full calendar months elapsed since December 31, 2008 by eighty-four
(84); provided, however, that upon receipt of an appraisal by the Administrative
Agent in accordance with the terms hereof with respect to Class 4 Equipment after December
31, 2008, the Class 4 Equipment Percentage shall be reset to be equal to one hundred
percent (100%) minus the percentage obtained by dividing the number of full calendar months
elapsed since the most recent Appraisal Date with respect to such Equipment by eighty-four
(84).





                              (g) The defined term “Class 5 Equipment Percentage” is hereby amended and restated in its
entirety to read as follows:




	 	 	“Class 5 Equipment Percentage” shall mean, as of any date after December 31, 2009,
the percentage equal to one hundred percent (100%) minus the percentage obtained by
dividing the number of full calendar months elapsed since December 31, 2009 by eighty-four
(84); provided, however, that upon receipt of an appraisal by the Administrative
Agent in accordance with the terms hereof with respect to Class 5 Equipment after December
31, 2009, the Class 5 Equipment Percentage shall be reset to be equal to one hundred
percent (100%) minus the percentage obtained by dividing the number of full calendar months
elapsed since the most recent Appraisal Date with respect to such Equipment by eighty-four
(84).





                              (h) The defined term “Class 6 Equipment Percentage” is hereby amended and restated in its
entirety to read as follows:




	 	 	“Class 6 Equipment Percentage” shall mean, as of any date after December 31, 2010,
the percentage equal to one hundred percent (100%) minus the percentage obtained by
dividing the number of full calendar months elapsed since December 31, 2010 by eighty-four
(84); provided, however, that upon receipt of an appraisal by the Administrative
Agent in accordance with the terms hereof with respect to Class 6 Equipment after December
31, 2010, the Class 6 Equipment Percentage shall be reset to be equal to one hundred
percent (100%) minus the percentage obtained by dividing the number of full calendar months
elapsed since the most recent Appraisal Date with respect to such Equipment by eighty-four
(84).





                              (i) The defined term “Commitment” is hereby amended by amending and restating the last two
sentences thereof to read as follows:




	 	 	The amount of each Lender’s Commitment on the First Amendment Effective Date (after the
consummation of a Facility Increase of $65,000,000 pursuant to Section 2.22 hereof, after
giving effect to the reallocation of Commitments provided for in the First Amendment and
after giving effect to the purchase of each Non-Consenting Lender’s interest hereunder by
JPMorgan Chase pursuant to the First Amendment) is set forth on Annex A — Commitment
Schedule or, if applicable, in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Commitment. The aggregate amount of all of the Lender’s
Commitments on the First Amendment Effective is $265,000,000.





                              (j) The defined term “Eligible Equipment” is hereby amended by (i) deleting subsection (vii)
thereof and (ii) renumbering the remaining clauses as appropriate.



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                              (k) The following defined terms are hereby deleted in their entirety: Class 2 Equipment, Class
2 Equipment Percentage, Class 3 Equipment, Class 3 Equipment Percentage.



                    Section 1.2 Section 5.15. A new Section 5.15 of the Credit Agreement is hereby added
at the end of Article 5 to read as follows:




     SECTION 5.15 Bailment. At any time and from time to time that any Property owned by any Person (other
than a Borrower) is bailed to or otherwise stored at a facility of a Borrower by
any such Person, (a) enter into a Master Bailment Agreement substantially in the
form of Exhibit A to the First Amendment and (b) keep all such Property in
demarcated, segregated storage areas of the applicable facility and ensure that no
property or assets owned by any of the Borrowers or their Subsidiaries is
commingled with such Property.



                    Section 1.3 Amendment to Section 9.02. Section 9.02 of the Credit Agreement is hereby
amended by amending and restating subsection (b)(1)(E) in its entirety to read as follows:




	 	 	(E) amend the definition of “Class 1 Equipment Percentage”, “Class 4 Equipment Percentage”,
“Class 5 Equipment Percentage”, “Class 6 Equipment Percentage”, or “Real Property
Percentage”





                    Section 1.4 Amendment to Annex A —  Commitment Schedule. Annex A to the Credit
Agreement is hereby amended and restated in its entirety as set forth on Schedule 1 hereto.



ARTICLE II

CONDITIONS TO CLOSING




                    Section 2.1 The effectiveness of this Amendment is subject to the satisfaction of the
following conditions:



                              (a) First Amendment. The Borrowers and the Lenders shall have delivered a duly
executed counterpart of this Amendment to the Administrative Agent.



                              (b) Fee Letter. Administrative Agent shall have received a duly executed counterpart
of that certain Fee Letter, dated of even date herewith, among Administrative Agent and the
Borrowers.



                              (c) Assignment and Assumption. Administrative Agent shall have received a duly
executed counterpart of an Assignment and Assumption, dated of even date herewith, among the
Administrative Agent, each Non-Consenting Lender, JPMorgan Chase and the Borrowers’ Agent,
substantially in the form of Exhibit D to the Credit Agreement.



                              (d) Joinder Agreements. Administrative Agent shall have received a duly executed
Joinder Agreement substantially in the form of Exhibit B hereto from each New Lender.



                              (e) Fees to Non-Consenting Lender. The Borrowers shall have paid to each
Non-Consenting Lender in same day funds on the date hereof (1) all interest, fees and other



5









 







amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to
and including the date hereof, including without limitation payments due to such Non-Consenting
Lender under Sections 2.16 and 2.18 of the Credit Agreement, and (2) an amount, if
any, equal to the payment which would have been due to such Non-Consenting Lender on the date
hereof under Section 2.17 of the Credit Agreement had any outstanding Loans of such
Non-Consenting Lender been prepaid on such date rather than sold to the JPMorgan Chase.



ARTICLE III

FACILITY INCREASE AND REALLOCATION OF COMMITMENTS




                    Section 3.1 Facility Increase and Reallocation of Commitments. Each of the Lenders,
the Administrative Agent and each of the Borrowers hereby agree that:



                              (a) Commitments. The amount of each Lender’s Commitment as of the date hereof is set
forth on Schedule 1 hereto, and the aggregate amount of the Lenders’ Commitments as of the date
hereof is $265,000,000.



                              (b) Outstanding Loans and Letter of Credit Exposure. Each Lender (including the New
Lenders), after giving effect to such Facility Increase, shall purchase or sell any outstanding
Loans and Letter of Credit Exposure held by it from or to the other Lenders, as directed by the
Administrative Agent, such that, after giving effect to such purchases and sales, each Lender holds
its Commitment Percentage of any outstanding Loans and Letter of Credit Exposure.



                              (c) Fees and Payments. For the avoidance of doubt, (i) prior to the First Amendment
Effective Date, (A) all interest, fees and other amounts then accrued but unpaid to any Lender by
the Borrowers hereunder to and including the date hereof, including without limitation payments due
to any Lender under Sections 2.16 and 2.18 of the Credit Agreement, and (B) an
amount, if any, equal to the payment which would have been due to any Lender on the date hereof
under Section 2.17 of the Credit Agreement had any outstanding Loans of any Lender been
prepaid on such date rather than reallocated (collectively, the “Unpaid Amounts”) shall accrue to
the Lenders in accordance with the Commitments or, if applicable, the Commitment Percentages in
effect prior to the First Amendment Effective Date and (ii) following the First Amendment Effective
Date, all Unpaid Amounts shall accrue to the Lenders in accordance with the Commitments or, if
applicable, the Commitment Percentages in effect on the First Amendment Effective Date set forth in
Schedule 1 hereto.



ARTICLE IV

CONSENT




                    Section 4.1 Lenders’ Consent and Direction. Each of the Lenders hereby consents to
(a) any Borrower from time to time permitting Property owned by any Person (other than another
Borrower) to be bailed or otherwise stored at a facility of a Borrower by any such Person so long
as the applicable Borrower complies with the requirements of Section 5.15 of the Credit Agreement
and (b) the execution and delivery from time to time by any applicable Borrower of a Master
Bailment Agreement substantially in the form of Exhibit A to this Amendment (together with any
amendments, restatements, supplements or other modifications to any such Master Bailment Agreement
that the Administrative Agent deems reasonable in its Permitted Discretion) pursuant to Section
5.15 of the Credit Agreement and agrees that the Administrative Agent may (but shall not be
obligated to) execute, in connection with the applicable Borrower’s execution and delivery of any
such Master Bailment Agreement, a notice



6









 







in substantially the form of Exhibit D to the form of Master Bailment Agreement attached to
this Amendment as Exhibit A.



ARTICLE V

MISCELLANEOUS




                    Section 5.1 Effect of Amendment. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of the Administrative Agent or any Lender under the Loan Documents, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Loan Documents, all of which are ratified and affirmed in
all respects and shall continue in full force and effect except that, on and after the
effectiveness of this Amendment, each reference to the Credit Agreement in the Loan Documents shall
mean and be a reference to the Credit Agreement as amended by the Amendment. Nothing herein shall
be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan
Documents in similar or different circumstances. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall be construed, administered and applied in accordance
with the terms and provisions thereof.



                    Section 5.2 No Representations by Lenders or Administrative Agent. The Borrowers
hereby acknowledge that they have not relied on any representation, written or oral, express or
implied, by any Lender or the Administrative Agent, other than those expressly contained herein, in
entering into this Amendment.



                    Section 5.3 Representations of the Borrowers. Each Borrower represents and warrants
to the Administrative Agent and the Lenders that (a) the representations and warranties set forth
in the Loan Documents (including with respect to this Amendment and the Credit Agreement as amended
hereby) are true and correct in all material respects on and as of the date hereof with the same
effect as though made on the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date, in which event such representations and warranties
were true and correct in all material respects as of such date and (b) no Default or Event of
Default has occurred and is continuing.



                    Section 5.4 Successors and Assigns. This Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of the Lenders and the Administrative Agent.



                    Section 5.5 Headings; Entire Agreement. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this Amendment.
This Agreement contains the entire understanding of the parties hereto with regard to the
subject matter contained herein.



                    Section 5.6 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



                    Section 5.7 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original, but all of which taken together shall



7









 







constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.



                    Section 5.8 Governing Law. THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,
SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND (TO THE EXTENT APPLICABLE)
THE BANKRUPTCY CODE.



                    Section 5.9 Costs and Expenses. Whether or not the transactions hereby contemplated
shall be consummated, Borrowers shall pay all reasonable out-of-pocket expenses (including, without
limitation, expenses incurred in connection with due diligence) of Administrative Agent associated
with this Amendment, including the reasonable out-of-pocket fees and expenses of Administrative
Agent’s counsel.



[Remainder of this page is intentionally left blank.]




8









 





                    IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	BORROWERS:





KAISER ALUMINUM CORPORATION

 	 
	 	By:  	/s/ Daniel J. Rinkenberger
 	 
	 	 	Name:  	Daniel J. Rinkenberger 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



	 	 	 	 	 
	 	KAISER ALUMINUM INVESTMENTS COMPANY

 	 
	 	By:  	/s/ Daniel J. Rinkenberger
 	 
	 	 	Name:  	Daniel J. Rinkenberger 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



	 	 	 	 	 
	 	KAISER ALUMINUM FABRICATED PRODUCTS, LLC

 	 
	 	By:  	/s/ Daniel J. Rinkenberger
 	 
	 	 	Name:  	Daniel J. Rinkenberger 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



	 	 	 	 	 
	 	KAISER ALUMINIUM INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Daniel J. Rinkenberger
 	 
	 	 	Name:  	Daniel J. Rinkenberger 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



[FIRST AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, 

Individually and as Administrative Agent and Lender

 	 
	 	By:  	/s/ J. Devin Mock 	 
	 	 	Name:  	J. Devin Mock 	 
	 	 	Title:  	Vice President
 	 
	 	2200 Ross Avenue,
9th Floor

Mail Code: TX1-2921

Dallas, TX 75201	 








[FIRST AMENDMENT – KAISER ALUMINUM CORPORATION]




 









 








	 	 	 	 	 
	 	LENDERS: 



THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Alan R. Schnacke
 	 
	 	 	Name:  	Alan R. Schnacke 	 
	 	 	Title:  	Vice President 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]





 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ D. Bruce Laughton
 	 
	 	 	Name:  	D. Bruce Laughton 	 
	 	 	Title:  	Managing Director 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]





 









 








	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Robert McDalton
 	 
	 	 	Name:  	Robert McDalton 	 
	 	 	Title:  	Vice President 	 
	 



[FIRST AMENDMENT – KAISER ALUMINUM CORPORATION]



 









 






[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]




	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC

 	 
	 	By:  	/s/ Krista Wade
 	 
	 	 	Name:  	Krista Wade 	 
	 	 	Title:  	Assistant Vice Presdient 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ May E. Evans
 	 
	 	 	Name:  	May E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]




 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Philip K. Liebscher
 	 
	 	 	Name:  	Philip K. Liebscher 	 
	 	 	Title:  	Senior Vice President 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]




 









 








	 	 	 	 	 
	 	KEYBANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Timothy W. Kenealy
 	 
	 	 	Name:  	Timothy W. Kenealy 	 
	 	 	Title:  	Vice President 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]




 









 








	 	 	 	 	 
	 	GMAC COMMERCIAL FINANCE, LLC

 	 
	 	By:  	/s/ Thomas Brent
 	 
	 	 	Name:  	Thomas Brent 	 
	 	 	Title:  	Director 	 
	 



[FIRST AMENDMENT — KAISER ALUMINUM CORPORATION]




 









 








SCHEDULE 1




ANNEX A

Commitment Schedule




	 	 	 	 	 	 	 	 
	 
	 	Lender	 	 	Commitment	 	 
	 	JPMorgan Chase Bank, N.A.
	 	 	$	60,000,000	 	 
	 	The CIT Group/Business Credit, Inc.
	 	 	$	35,000,000	 	 
	 	Wachovia Bank
	 	 	$	35,000,000	 	 
	 	Bank of America
	 	 	$	30,000,000	 	 
	 	Wells Fargo Foothill
	 	 	$	30,000,000	 	 
	 	UBS Loan Finance LLC
	 	 	$	25,000,000	 	 
	 	PNC Bank
	 	 	$	25,000,000	 	 
	 	KeyBank
	 	 	$	15,000,000	 	 
	 	GMAC
	 	 	$	10,000,000	 	 
	 	Total
	 	 	$	265,000,000	 	 
	 






 









 








EXHIBIT A




MASTER BAILMENT AGREEMENT




                    MASTER BAILMENT AGREEMENT, dated as of [date], between Kaiser Aluminum Fabricated
Products, a Delaware corporation (the “Bailee”), and [___] (“Bailor”).



                    WHEREAS, Bailor and the Bailee are or may become parties to certain supply agreements for the
sale of Primary Aluminum (“Product”) by Bailor to the Bailee (as any such agreement may be entered
into or amended from time to time, a “Sale Contract”).



                    WHEREAS, Bailor wishes to deliver Product (which at the time of delivery and during the
storage period referred to herein will remain property of Bailor) from time to time into storage at
the storage facility owned by the Bailee and identified as below location(s) (the “Facility”):


Kaiser Aluminum



Trentwood, WA [or other FACILITY]




                    WHEREAS, the Bailee wishes to store such Product for Bailor at the Facility until such time as
the Product may be purchased by the Bailee pursuant to the applicable Sale Contract.



                    NOW, THEREFORE, in consideration of the mutual promises made herein, the parties hereto agree
as follows:



                    1. Consent of the Bailee’s Creditors; No Further Liens.



                    The parties recognize that certain of the Bailee’s creditors may from time to time hold
interests in the inventory of the Bailee (including after acquired inventory), some of which
inventory will be physically located from time to time at the Facility. By execution of this
Agreement, the Bailee represents and warrants to Bailor that it has disclosed to Bailor (i) the
identity of all secured creditors of the Bailee that hold currently effective liens or other
security interests on or in the Bailee’s inventory, and (ii) the nature and extent of any such
liens or security interests. Upon Bailor’s request, the Bailee shall obtain the written
acknowledgment by all such creditors, or the administrative agent on behalf of such creditors, of
the existence of this Agreement and the ownership by Bailor of all the Product stored in demarcated
segregated storage areas at the Facility by the Bailee for Bailor. Each such acknowledgment shall
be in the form of Exhibit D hereto and shall be in all respects acceptable to Bailor in its
sole discretion.



 









 





EXHIBIT B




JOINDER AGREEMENT




                    This Joinder Agreement (the “Joinder Agreement”), dated as of December ___, 2007 is entered
into by [_________] (the “New Lender”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the “Administrative
Agent”) and Kaiser Aluminum Corporation (the “Borrowers’ Agent”). Capitalized terms used but not
defined herein shall have the meanings given to them in that certain Senior Secured Revolving
Credit Agreement, dated as of July 6, 2006 (as so amended, supplemented or modified, the “Credit
Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings
given such terms in the Credit Agreement), among Kaiser Aluminum Corporation, a Delaware
corporation (the “Parent”), Kaiser Aluminum Investments Company, a Delaware corporation (“KAIC”),
Kaiser Aluminum Fabricated Products, LLC, a Delaware limited liability company (“KAFP”), and Kaiser
Aluminium International, Inc., a Delaware corporation (“KAII”, and together with the Parent, KAIC,
KAFP, each a “Borrower” and collectively, the “Borrowers”), JPMorgan Chase Bank, N.A., a national
banking association organized under the laws of the United States (“JPMorgan Chase”) and each of
the other financial institutions party hereto (together with JPMorgan Chase, the “Lenders”) and
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders.



                    The New Lender, the Administrative Agent and the Borrowers’ Agent hereby agree as follows:



                              (a) The New Lender hereby acknowledges, agrees and confirms that, by its execution of this
Joinder Agreement, the New Lender will be deemed to be a Lender under the Credit Agreement and
shall have all of the obligations of a Lender thereunder as if it had executed the Credit
Agreement.



                              (b) The New Lender hereby agrees to make Revolving Loans and to acquire participations in
Letters of Credit, Swingline Loans and Protective Advances in an amount not to exceed
$[_________] (the “Commitment”) on the First Amendment Effective Date.



                              (c) The New Lender hereby represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate
the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are required to be
satisfied by it in order to make available and maintain its Commitment and to become a Lender,
(iii) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Joinder Agreement and to make the Commitment on the basis of which it has made
such analysis and decision independently and without reliance on the Administrative Agent or any
other Lender and (iv) if it is a Foreign Lender, attached to the Joinder Agreement is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the New Lender.



                              (d) The New Lender agrees that it will, independently and without reliance on the
Administrative Agent or any Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents.



 









 





                              (e) The New Lender agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



                    This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall constitute one and the same instrument.



                    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.




 









 








     The terms set forth in this Joinder Agreement are hereby agreed to:



	 	 	 	 	 
	 	NEW LENDER



[_________]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK,

NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	KAISER ALUMINUM CORPORATION,

as Borrowers’ Agent

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




 









 








EXHIBIT C




EXHIBIT A TO FINANCING STATEMENT ON FORM UCC-1





     This Financing Statement covers (i) all of Bailor’s (“Bailor”) A7E, A7I, P1020 (the “Product”)
stored from time to time in demarcated segregated storage areas at the storage facility of [COMPANY
NAME] (the “Bailee”) located at {FACILITY ADDRESS} (the “Facility”), in accordance with
the Master Bailment Agreement dated as of _________, 200___(the “Bailment Agreement”) between
Bailor and the Bailee, as amended from time to time, and (ii) all proceeds of such Product.



     It is the intention of Bailor and the Bailee that all of the Product is and shall remain the
property of Bailor at all times that such stored Product is in demarcated segregated storage areas
at the Facility. This Financing Statement is filed by Bailor (i) solely as a precaution, in the
event that, notwithstanding the intention of the parties to the contrary, the storage of the
Product in demarcated segregated storage areas at the Facility from time to time is construed to be
other than a bailment, and (ii) as a notification to third parties and potential creditors of the
Bailee that Bailor is the owner of such Product.




 









 








EXHIBIT D




[BAILOR LTD. LETTERHEAD]




[DATE]




[CREDITOR ADDRESS]



Re: ____________________




Ladies and Gentlemen:



[_________] (“Bailor”) and [COMPANY NAME] (the “Bailee”) have entered into a Master Bailment
Agreement dated as of _________, 200___(the “Bailment Agreement”), pursuant to which the Bailee
will store for Bailor, as owner, certain Primary Aluminum (collectively, the “Product”). The
Product is required to be stored in demarcated segregated storage areas at the Bailee’s facility
located at {FACILITY ADDRESS} (the “Facility”).




     Bailor understands that you may hold a security interest in all some or all of the inventory
now owned or hereafter acquired by the Bailee, some of which may, from time to time, be located at
the Facility.



     Solely as a precaution, in the event that a court of applicable jurisdiction should construe
the transactions between Bailor and the Bailee pursuant to the Bailment Agreement to be other than
a bailment, the Bailee has granted Bailor a security interest in and to all the Product which will
be stored in demarcated segregated storage areas at the Facility for Bailor pursuant to the
Bailment Agreement (the “Stored Product”) and all proceeds thereof. In connection with such grant
of a security interest, Bailor has or will, from time to time, file a Form UCC-1 financing
statements in such jurisdictions as Bailor deems appropriate. The description of the collateral on
such Form UCC-1 financing statements will be in the form set forth in the attachment to this letter
agreement. [EXHIBIT C WILL BE ATTACHED].



     In connection with the foregoing, please confirm our understanding and agreement that solely
with respect to the Stored Product, (i) you agree to deem such Stored Product to be the property of
Bailor and (ii) you agree that you will not seek to enforce your security interest in respect of
such Stored Product (including any proceeds thereof).



     Please confirm your agreement to the foregoing by signing where indicated below and return a
copy of this letter agreement to the undersigned.



     Thank you for your cooperation and assistance in this matter.



 









 





	 	 	 	 	 
	 	[BAILOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CONFIRMED AND AGREED:


[CREDITOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: