0000950129-06-007039 Sample Contracts

FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • Delaware

This Officer Indemnification Agreement, dated as of July 6, 2006 (this “Agreement”), is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and [___] (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 6, 2006, between KAISER ALUMINUM CORPORATION, a Delaware corporation (the “Company”), and JACK A. HOCKEMA (the “Executive”).

Restricted Stock Award Agreement Under the 2006 Equity and Performance Incentive Plan Kaiser Aluminum Corporation
Restricted Stock Award Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum

THIS RESTRICTED STOCK AWARD AGREEMENT, effective as of the Date of Grant set forth above (this “Agreement”), represents the grant of Restricted Stock by Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), to the Participant named above, pursuant to the provisions of the Plan.

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • Delaware

This Director Indemnification Agreement, dated as of July 6, 2006 (this “Agreement”), is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and [___] (“Indemnitee”).

Restricted Stock Award Agreement Under the 2006 Equity and Performance Incentive Plan Kaiser Aluminum Corporation
Restricted Stock Award Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum

THIS RESTRICTED STOCK AWARD AGREEMENT, effective as of the Date of Grant set forth above (this “Agreement”), represents the grant of Restricted Stock by Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), to the Director named above, pursuant to the provisions of the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • California

This Employment Agreement (the “Agreement”) is made effective as of July 6, 2006 between Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and Daniel D. Maddox (the “Executive”).

SENIOR SECURED REVOLVING CREDIT AGREEMENT Among KAISER ALUMINUM CORPORATION, KAISER ALUMINUM INVESTMENTS COMPANY, KAISER ALUMINUM FABRICATED PRODUCTS, LLC AND KAISER ALUMINIUM INTERNATIONAL, INC., as Borrowers and THE LENDERS PARTY HERETO and JPMORGAN...
Secured Revolving Credit Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of July 6, 2006, 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 and each other Subsidiary that becomes a Borrower pursuant to Section 5.13, 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”), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (“CIT”), and each of the other financial institutions from time to time party hereto (together with JPMorgan Chase and CIT, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

AMENDMENT TO AMENDED AND RESTATED NON-EXCLUSIVE CONSULTING AGREEMENT
Non-Exclusive Consulting Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum

This AMENDMENT TO AMENDED AND RESTATED NON-EXCLUSIVE CONSULTING AGREEMENT (this “Amendment”) is entered into effective as of the 30th day of June, 2006, between Edward F. Houff (“Consultant”) and Kaiser Aluminum & Chemical Corporation, a corporation with offices located at 27422 Portola Parkway, #350, Foothill Ranch, CA 92610-2831 (“Kaiser”).

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • Delaware

This Director and Officer Indemnification Agreement, dated as of July 6, 2006 (this “Agreement”), is made by and between Kaiser Aluminum Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

TERM LOAN AND GUARANTY AGREEMENT among KAISER ALUMINUM FABRICATED PRODUCTS, LLC as Borrower and THE DIRECT AND INDIRECT PARENT COMPANIES AND CERTAIN OF THE DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES OF THE BORROWER LISTED AS GUARANTORS ON THE...
Term Loan and Guaranty Agreement • July 6th, 2006 • Kaiser Aluminum Corp • Primary production of aluminum • New York

TERM LOAN AND GUARANTY AGREEMENT, dated as of July 6, 2006 among KAISER ALUMINUM FABRICATED PRODUCTS, LLC, a Delaware limited liability company (the “Borrower”), certain of the direct and indirect parent companies of the Borrower and certain of the direct or indirect subsidiaries or affiliates of the Borrower listed as “Guarantors” on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”), the financial institutions and other Persons from time to time party hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and WILMINGTON TRUST COMPANY, as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the Administrative Agent and the Lenders.

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