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XXXXXX ALUMINUM & CHEMICAL CORPORATION, as Issuer,
XXXXXX ALUMINA AUSTRALIA CORPORATION,
ALPART JAMAICA INC.,
KAISER JAMAICA CORPORATION,
XXXXXX FINANCE CORPORATION,
XXXXXX MICROMILL HOLDINGS, LLC,
XXXXXX SIERRA MICROMILLS, LLC,
XXXXXX TEXAS SIERRA MICROMILLS, LLC,
XXXXXX TEXAS MICROMILL HOLDINGS, LLC, and
XXXXXX BELLWOOD CORPORATION, as
Subsidiary Guarantors
and
FIRST TRUST NATIONAL ASSOCIATION, as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of July 15, 1997
to
INDENTURE
Dated As of February 17, 1994
9-7/8% Senior Notes due 2002
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SECOND SUPPLEMENTAL INDENTURE, dated as of July 15,
1997, among XXXXXX ALUMINUM & CHEMICAL CORPORATION, a Delaware
corporation (the "Company"), as Issuer, XXXXXX ALUMINA AUSTRALIA
CORPORATION, a Delaware corporation ("KAAC"), ALPART JAMAICA
INC., a Delaware corporation ("AJI"), KAISER JAMAICA CORPORATION,
a Delaware corporation ("KJC"), XXXXXX FINANCE CORPORATION, a
Delaware corporation ("Kaiser Finance"), XXXXXX MICROMILL
HOLDINGS, LLC, a Delaware limited liability company ("KMH"),
XXXXXX SIERRA MICROMILLS, LLC, a Delaware limited liability
company ("KSM"), XXXXXX TEXAS SIERRA MICROMILLS, LLC, a Texas
limited liability company ("Texas Sierra"), XXXXXX TEXAS
MICROMILL HOLDINGS, LLC, a Texas limited liability company
("Texas Holdings"), and XXXXXX BELLWOOD CORPORATION, a Delaware
corporation ("Kaiser Bellwood"), as Subsidiary Guarantors, and
First Trust National Association, a national banking association,
as Trustee (the "Trustee").
WHEREAS, the Company, KAAC, AJI, KJC, Kaiser Finance,
and the Trustee executed an Indenture, dated as of February 17,
1994 (the "Original Indenture"), in respect of $225,000,000
aggregate principal amount of the Company's 9-7/8% Senior Notes
due 2002 (the "Securities"), and the Original Indenture was
amended by a First Supplemental Indenture, dated as of February
1, 1996 (the Original Indenture, as amended by such First
Supplemental Indenture being hereinafter referred to as the
"Indenture"); and
WHEREAS, Section 4.12 of the Indenture requires, under
circumstances specified in Section 4.12, that the Company shall
cause certain Subsidiaries of the Company to execute and deliver
to the Trustee a supplemental indenture in form and substance
satisfactory to the Trustee pursuant to which such Subsidiaries
of the Company shall be named as additional Subsidiary
Guarantors; and
WHEREAS, all conditions and requirements necessary to
make this Second Supplemental Indenture a valid, binding and
legal instrument in accordance with its terms have been performed
and fulfilled and the execution and delivery hereof have been in
all respects duly authorized;
NOW, THEREFORE, in consideration of the above premises,
each party agrees, for the benefit of the other and for the equal
and ratable benefit of the Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS
Section 1. The Company, KAAC, AJI, KJC, Kaiser
Finance, KMH, KSM, Texas Sierra, Texas Holdings, Kaiser Bellwood,
and the Trustee hereby amend the Indenture and agree that Kaiser
Bellwood shall be a Subsidiary Guarantor for all purposes under
the Indenture and the term "Subsidiary Guarantor" shall for all
purposes under the Indenture specifically include Kaiser
Bellwood.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms Defined. For all purposes of this
Second Supplemental Indenture, except as otherwise defined or
unless the context otherwise requires, terms used in capitalized
form in this Second Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.
Section 2.2. Indenture. Except as amended hereby, the
Indenture and the Securities are in all respects ratified and
confirmed and all their terms shall remain in full force and
effect.
Section 2.3. Governing Law. This Second Supplemental
Indenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be governed by
and construed in accordance with the laws of said state without
regard to the principles of the conflict of laws provisions
thereof.
Section 2.4. Successors and Assigns. All agreements
of the Company, KAAC, AJI, KJC, Kaiser Finance, KMH, KSM, Texas
Sierra, Texas Holdings, and Kaiser Bellwood in this Second
Supplemental Indenture and the Securities shall bind its
successors and assigns.
Section 2.5. Multiple Counterparts. This Second
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
Section 2.6. Effectiveness. The provisions of this
Second Supplemental Indenture shall become effective immediately
upon its execution and delivery by the Trustee in accordance with
the provisions of Article Ten of the Indenture.
Section 2.7. Trustee Disclaimer. The Trustee accepts
the amendment of the Indenture effected by this Second
Supplemental Indenture and agrees to execute the trust created by
the Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall
in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the
Indenture as hereby amended, and, without limiting the generality
of the foregoing, the Trustee shall not be responsible in any
manner whatsoever for or with respect to any of the recitals or
statements contained herein, all of which recitals or statements
are made solely by the Company, KAAC, AJI, KJC, Kaiser Finance,
KMH, KSM, Texas Sierra, Texas Holdings, and Kaiser Bellwood, or
for or with respect to (i) the validity, efficacy or sufficiency
of this Second Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by the
Company, KAAC, AJI, KJC, Kaiser Finance, KMH, KSM, Texas Sierra,
Texas Holdings, and Kaiser Bellwood by corporate action or
limited liability company action or otherwise, (iii) the due
execution hereof by the Company, KAAC, AJI, KJC, Kaiser Finance,
KMH, KSM, Texas Sierra, Texas Holdings, and Kaiser Bellwood, or
(iv) the consequences (direct or indirect and whether deliberate
or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, all as of the
date first written above.
XXXXXX ALUMINUM & CHEMICAL
CORPORATION, as Issuer
By:/s/Xxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
--------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX ALUMINA AUSTRALIA
CORPORATION, as a
Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
--------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
ALPART JAMAICA INC.,
as a Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
-------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
SIGNATURES
KAISER JAMAICA CORPORATION,
as a Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
---------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX FINANCE CORPORATION,
as a Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
--------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX MICROMILL HOLDINGS,
LLC, as a Subsidiary
Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
-----------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
----------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
SIGNATURES
XXXXXX SIERRA MICROMILLS, LLC,
as a Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
----------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX TEXAS SIERRA
MICROMILLS, LLC, as a
Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
--------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
XXXXXX TEXAS MICROMILL
HOLDINGS, LLC, as a
Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
---------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
SIGNATURES
XXXXXX BELLWOOD CORPORATION,
as a Subsidiary Guarantor
By:/s/Xxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxx
Dated: July 15, 1997 Title: Treasurer
Attest: By:/s/Xxxx Xx. Niemand II
---------------------
Name: Xxxx Xx. Niemand II
Title: Secretary
FIRST TRUST NATIONAL
ASSOCIATION, as Trustee
By:/s/Xxxxxxx X. Xxxxxxxx
-----------------------
Name:Xxxxxxx X. Xxxxxxxx
Dated: July 15, 1997
Title: Trust Officer
Attest: By:/s/Xxxxx Xxxxxxx
----------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Secretary
