exv10w1






Exhibit 10.1




EXECUTION COPY




SECOND AMENDMENT TO SENIOR SECURED

REVOLVING CREDIT AGREEMENT




          SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of January 9, 2009
(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 as
lenders (and together with JPMorgan Chase, in its capacity as a lender, 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 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); and




          WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend
certain provisions of the Credit Agreement, and the Required Lenders and the Administrative Agent
are willing to so amend the Credit Agreement on the terms and subject to the conditions set forth
herein.




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




ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT




          Section 1.1 Amendments 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:




     “Swingline Exposure” shall mean, at any time, the sum of the aggregate undrawn
amount of all outstanding Swingline Loans at such time. The Swingline
Exposure of any Lender at any time shall be its Commitment Percentage of the total
Swingline Exposure at such time.



 









 






     “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interests in the Parent or
any Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests in the Parent or any
Subsidiary or any option, warrant or other right to acquire any such Equity Interests in
the Parent or any Subsidiary.



               (b) The defined term “Departing Lender” is hereby deleted in its entirety.



               (c) The defined term “Alternate Base Rate” is hereby amended and restated in its entirety to
read as follows:




     “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest
Period on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate
for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on
any successor or substitute page) at approximately 11:00 a.m. London time on such day
(without any rounding). Any change in the Alternate Base Rate due to a change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from
and including the effective date of such change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively.



               (d) The defined term “Applicable Commitment Fee Rate” is hereby amended and restated in its
entirety to read as follows:




     “Applicable Commitment Fee Rate” shall mean, at any time, with respect to the
Commitment Fees payable hereunder, a rate equal to 0.50% per annum.



               (e) The defined term “Applicable Margin” is hereby amended by amending and restating the
pricing grid therein as follows:



	 	 	 	 	 
	 	 	Revolver	 	Revolver
	Quarterly Available Credit	 	ABR Spread	 	Eurodollar Spread
	Category 1

>125,000,000
	 	1.50%	 	               2.50%
	Category 2

< 125,000,000 and
>75,000,000
	 	1.75%	 	2.75%
	Category 3

< 75,000,000
	 	2.00%	 	3.00%







2









 





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




     “Commitment Percentage” shall mean, with respect to any Lender, (a) with
respect to Revolving Loans, Letter of Credit Exposure or Swingline Loans, a portion thereof
equal to a fraction the numerator of which is such Lender’s Commitment and the denominator
of which is the Total Commitment (if the Commitments have terminated or expired, the
Commitment Percentages shall be determined based upon the Aggregate Credit Exposure at such
time); and (b) with respect to Protective Advances or with respect to the Aggregate Credit
Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused
Commitments.



               (g) The defined term “Defaulting Lender” is hereby amended and restated in its entirety to
read as follows:




     “Defaulting Lender” shall mean any Lender, as determined by the Administrative
Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of
Credit or Swingline Loans within three Business Days of the date required to be funded by
it hereunder, (b) notified any Borrower, the Administrative Agent, the Issuing Bank, the
Swingline Lender or any Lender in writing that it does not intend to comply with any of its
funding obligations under this Agreement or has made a public statement to the effect that
it does not intend to comply with its funding obligations under this Agreement or under
other agreements in which it commits to extend credit, (c) failed, within three Business
Days after request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when due, unless
the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent
company that has become or is insolvent or (ii) become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.



          Section 1.2 Amendment to Section 2.08. Section 2.08 of the Credit Agreement is hereby
amended by amending and restating subsection (b) in its entirety to read as follows:





     (b) Unless the Administrative Agent shall have received notice from a Lender (a) in
the case of a Eurodollar Borrowing, prior to the proposed date of



3









 







any Borrowing or (b) in
the case of an ABR Borrowing, not later than 2:00 p.m., Central time, on the proposed date
of any Borrowing, that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this
Section 2.08 and may, in reliance upon such assumption, make available to the
applicable Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrowers severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the applicable Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of such
Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.



          Section 1.3 Amendment to Section 2.20. Section 2.20 of the Credit Agreement is hereby
amended restated in its entirety to read as follows:





     SECTION 2.20. Mitigation Obligations; Replacement of Lenders.




     (a) If any Lender requests compensation under Section 2.16, or if the
Borrowers are required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.18, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16
or 2.18, as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment).




     (b) If any Lender requests compensation under Section 2.16, or if the
Borrowers are required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.18, or if any Lender
becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the Borrowers shall have received the
prior written



4









 







consent of the Administrative Agent (and if a Commitment is being assigned,
the Issuing Bank), which consent shall not unreasonably be withheld, conditioned or
delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in Letter of Credit Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for compensation under Section
2.16 or payments required to be made pursuant to Section 2.18, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require
such assignment and delegation cease to apply.



          Section 1.4 Section 2.23. A new Section 2.23 of the Credit Agreement is hereby added
at the end of Article 2 to read as follows:





     SECTION 2.23. Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting Lender:




     (a) the Commitment Fee payable pursuant to Section 2.13(a) shall cease to
accrue on the unfunded portion of the Commitment of such Defaulting Lender;




     (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not
be included in determining whether all Lenders or the Required Lenders have taken or may
take any action hereunder (including any consent to any amendment or waiver pursuant to
Section 9.02), provided that any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender which affects such Defaulting Lender
differently than other affected Lenders (other than as a result of such Defaulting Lender
having a greater or lesser Revolving Credit Exposure or Commitment than other affected
Lenders) shall require the consent of such Defaulting Lender;




     (c) if any Swingline Exposure or Letter of Credit Exposure exists at the time a Lender
becomes a Defaulting Lender then:




     (i) the Borrowers shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize such Defaulting Lender’s Letter of Credit Exposure in accordance with
the procedures set forth in Section 2.07(j) for so long as such Letter of
Credit Exposure is outstanding; provided that if at any time subsequent to
such cash



5









 







collateralization such Defaulting Lender ceases to be a Defaulting
Lender, such cash collateral shall be released;




     (ii) if the Borrowers cash collateralize such Defaulting Lender’s Letter of
Credit Exposure pursuant to this Section 2.23(c), the Borrowers shall not
be required to pay any letter of credit participation fees to such Defaulting
Lender (or to the Administrative Agent on behalf of such Defaulting Lender)
pursuant to Section 2.13(b) with respect to such Defaulting Lender’s Letter
of Credit Exposure during the period such Defaulting Lender’s Letter of Credit
Exposure is cash collateralized; and




     (iii) if any Defaulting Lender’s Letter of Credit Exposure is not cash
collateralized, then, without prejudice to any rights or remedies of the Issuing
Bank or any Lender hereunder, all facility fees that otherwise would have been
payable to such Defaulting Lender (solely with respect to the portion of such
Defaulting Lender’s Commitment that was utilized by such Letter of Credit Exposure)
and letter of credit fees payable under Section 2.13(b) with respect to
such Defaulting Lender’s Letter of Credit Exposure shall be payable to the Issuing
Bank until such Letter of Credit Exposure is cash collateralized;




     (d) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be
required to issue, amend or increase any Letter of Credit, unless it is satisfied that the
related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders
and/or cash collateral will be provided by the Borrowers in accordance with Section
2.23(c) or pursuant to Section 2.23(e)(iii) or any combination thereof
satisfactory to the Issuing Bank; and




     (e) any amount payable to such Defaulting Lender hereunder (whether on account of
principal, interest, fees or otherwise and including any amount that would otherwise be
payable to such Defaulting Lender pursuant to Section 2.19(d) but excluding
Section 2.20(b)) shall, in lieu of being distributed to such Defaulting Lender, be
retained by the Administrative Agent in a segregated account and, subject to any applicable
requirements of law, be applied at such time or times as may be determined by the
Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any
amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder,
(iii)
third, if so determined by the Administrative Agent or requested by an Issuing Bank or
Swingline Lender, to be held in such account as cash collateral for future funding
obligations of the Defaulting Lender of any participating interest in any Swingline Loan or
Letter of Credit, (iv) fourth, to the funding of any Loan in respect of which such
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as
determined by the Administrative Agent, (v) fifth, if so determined by the Administrative
Agent and the Borrowers’ Agent, held in such account as cash collateral for future funding
obligations of the Defaulting Lender of any Loans under this Agreement, (vi) sixth, to the
payment of any



6









 







amounts owing to the Lenders or an Issuing Bank or Swingline Lender as a
result of any judgment of a court of competent jurisdiction obtained by any Lender or such
Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh, to the
payment of any amounts owing to the Borrowers as a result of any judgment of a court of
competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations under this Agreement, and (viii)
eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of
any Loans or reimbursement obligations in respect of Letter of Credit Disbursements for
which a Defaulting Lender has funded its participation obligations and (y) made at a time
when the conditions set forth in Section 4.02 are satisfied, such payment shall be
applied solely to prepay the Loans of, and reimbursement obligations owed to, all
non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or
reimbursement obligations owed to, any Defaulting Lender.



          Section 1.5 Amendment to Section 6.05. Section 6.05 of the Credit Agreement is hereby
amended restated in its entirety to read as follows:





     SECTION 6.05 Dividends; Capital Stock. Declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent
or otherwise) to do so; provided that (i) any Borrower may declare or make, agree
to pay or make, or incur an obligation to pay or make Restricted Payments to any other
Borrower that is its direct parent; (ii) any Borrower (other than the Parent) or
Significant Subsidiary may declare or make, agree to pay or make, or incur an obligation to
pay or make dividends ratably with respect to its Equity Interests; (iii) the Parent may
declare or make, agree to pay or make, or incur an obligation to pay or make, dividends
with respect to its Equity Interests payable solely in shares of the Parent’s common stock;
(iv) the Parent may make cash payments in lieu of fractional shares representing
insignificant interests in the Parent in connection with the exercise of warrants, options,
or other securities convertible into or exchangeable for Equity Interests in the Parent in
an aggregate amount not to exceed $1,000,000 in any Fiscal Year and (v) the Parent may
declare and pay dividends ratably with respect to its Equity Interests in an aggregate
amount not to exceed $25,000,000 during any Fiscal Year, provided that no such
dividend may be paid unless at the time of such payment
and after giving effect thereto, (A) no Default is continuing or would result
therefrom and (B) Availability (calculated on a pro forma basis immediately after giving
effect to the payment of such dividend) is at least $100,000,000.



          Section 1.6 Amendment to Section 9.02. Section 9.02 of the Credit Agreement is hereby
further amended by deleting the period at the end of subsection (b) thereof, and replacing it with
the following:




7









 









“(it being understood that any change to Section 2.23 shall require the consent of
the Administrative Agent, the Swingline Lender and the Issuing Bank).”



ARTICLE II

CONDITIONS TO CLOSING




          Section 2.1 Immediately upon the satisfaction of all of the following conditions, the
amendments contained in Article I of this Amendment shall become effective (the date on which the
applicable conditions are satisfied being the “Effective Date”):




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



               (b) Representations and Warranties. Each of the representations and warranties set
forth in Article 3 of the Credit Agreement (as amended by this Amendment) or in any other Loan
Document shall be true and correct in all material respects (except that any representation and
warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and
correct in all respects) on and as of the Effective Date with the same effect as though made on and
as of such Effective Date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties shall have been true
and correct in all material respects (except that those that are qualified as to “materiality” or
“Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier
date).



               (c) Default. No Default or Event of Default shall have occurred and be continuing and
no Default or Event of Default shall result from entering into this Amendment.



               (d) Officer’s Certificate. The Administrative Agent shall have received a
certificate, dated the Effective Date and signed by a Responsible Officer of Parent, confirming
compliance with the conditions precedent set forth in (b) and (c) of this Article II.



               (e) Amendment Fee. The Borrowers shall have paid each Lender that consents to this
Amendment on or before 5 p.m. Central time on January 9, 2009 an amendment fee equal to 25 basis
points on such Lender’s Commitments.



               (f) Fee Letter. The Administrative Agent shall have received a duly executed
counterpart of that certain Fee Letter among the Administrative Agent, J.P. Morgan Securities Inc.
and the Borrowers and shall have paid all fees payable thereunder.



               (g) Fees and Expenses. The Borrowers shall have paid all fees and expenses
(including, without limitation, legal fees and expenses) payable pursuant to the Loan Documents
that have been invoiced in reasonable detail on or prior to the date hereof.



8









 





ARTICLE III

MISCELLANEOUS




          Section 3.1 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 Effective
Date, 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 3.2 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 3.3 Representations of the Borrowers. Each Borrower represents and warrants
to the Administrative Agents and the Lenders that (a) the execution, delivery and performance by it
of this Amendment are within such entity’s powers and have been duly authorized by all necessary
corporate or limited liability company action, (b) it has received all necessary governmental,
regulatory or other approvals for the execution and delivery of this Amendment, and the execution,
delivery and performance by it of this Amendment do not and will not contravene or conflict with
any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles of
incorporation, bylaws, articles or certificate of formation or operating agreement, as applicable,
(c) the execution, delivery and performance by it of this Amendment do not and will not contravene
or conflict with or constitute a default under, or cause any lien to arise under, any provision of
any material agreement or instrument binding upon any Borrower or upon any of the respective
property of a Borrower, and (d) this Amendment and the Credit Agreement, as amended by this
Amendment, are legal, valid and binding obligations of such entity, enforceable against it in
accordance with its respective terms.




          Section 3.4 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 3.5 Headings; Entire Agreement. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction



9









 






of this Amendment. This
Agreement contains the entire understanding of the parties hereto with regard to the subject matter
contained herein.




          Section 3.6 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 3.7 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
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 3.8 Governing Law. This Amendment 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.




          Section 3.9 Costs and Expenses. Whether or not the transactions hereby contemplated
shall be consummated, Borrowers shall pay all reasonable out-of-pocket expenses 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.]




10









 





          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/ Melinda C. Ellsworth
 	 
	 	 	Name:  	Melinda C. Ellsworth 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	KAISER ALUMINUM INVESTMENTS COMPANY

 	 
	 	By:  	/s/ Melinda  C. Ellsworth
 	 
	 	 	Name:  	Melinda C. Ellsworth 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	KAISER ALUMINUM FABRICATED PRODUCTS, LLC

 	 
	 	By:  	/s/ Melinda  C. Ellsworth
 	 
	 	 	Name:  	Melinda C. Ellsworth 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	KAISER ALUMINIUM INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Melinda C. Ellsworth
 	 
	 	 	Name:  	Melinda C. Ellsworth 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,	 	 
	 	 	individually, as Administrative Agent, Issuing Bank and Swingline 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	 	 






[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]




 









 





	 	 	 	 	 
	 	LENDERS:



THE CIT GROUP/BUSINESS CREDIT, INC.

 	 
	 	By:  	/s/ Chris Handler
 	 
	 	 	Name:  	Chris Handler 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Michael White
 	 
	 	 	Name:  	Michael White 	 
	 	 	Title:  	Associate 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Robert M. Dalton
 	 
	 	 	Name:  	Robert M. Dalton 	 
	 	 	Title:  	Vice President 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC

 	 
	 	By:  	/s/ Michael P. Baranowski
 	 
	 	 	Name:  	Michael P. Baranowski 	 
	 	 	Title:  	Vice President 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH

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



Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                                      /s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director



Banking Products Services, US 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

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



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	KEYBANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Paul A. Taubeneck
 	 
	 	 	Name:  	Paul A. Taubeneck 	 
	 	 	Title:  	Vice President 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]





 









 





	 	 	 	 	 
	 	BANK OF THE WEST

 	 
	 	By:  	/s/ Cecile Segovia
 	 
	 	 	Name:  	Cecile Segovia 	 
	 	 	Title:  	Vice President



Bank of the West 	 
	 



[SECOND AMENDMENT – KAISER ALUMINUM CORPORATION]