SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                 FORM 10-Q


          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

             FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                       Commission file number 1-9447




                        KAISER ALUMINUM CORPORATION
           (Exact name of registrant as specified in its charter)


                 DELAWARE                        94-3030279
          (State of incorporation) (I.R.S. Employer Identification No.)


          5847 SAN FELIPE, SUITE 2600, HOUSTON, TEXAS  77057-3010
          (Address of principal executive offices)     (Zip Code)


                               (713) 267-3777
            (Registrant's telephone number, including area code)





     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes   x        No       

     At October 31, 1996, the registrant had 71,646,389 shares of common
stock outstanding.

            KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES


                       PART I - FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

                        CONSOLIDATED BALANCE SHEETS
                          (In millions of dollars)
<PAGE>

<TABLE>

<CAPTION>


                                                  September 30,    December 31,
                                                           1996            1995
                                               --------------------------------
                    ASSETS                          (Unaudited)
<S>                                              <C>             <C>
Current assets:
     Cash and cash equivalents                   $        21.6   $        21.9 
     Receivables                                         261.6           308.6 
     Inventories                                         545.5           525.7 
     Prepaid expenses and other current assets           111.7            76.6 
                                                 ------------------------------
          Total current assets                           940.4           932.8 

Investments in and advances to unconsolidated
     affiliates                                          174.6           178.2 
Property, plant, and equipment - net                   1,126.4         1,109.6 
Deferred income taxes                                    284.7           269.1 
Other assets                                             343.1           323.5 
                                                 ------------------------------
               Total                             $     2,869.2   $     2,813.2 
                                                 ==============================

      LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                            $       160.5   $       184.5 
     Accrued interest                                     13.6            32.0 
     Accrued salaries, wages, and related
          expenses                                        64.9           105.3 
     Accrued postretirement medical benefit
          obligation - current portion                    46.8            46.8 
     Other accrued liabilities                           151.7           129.4 
     Payable to affiliates                                95.6            94.2 
     Long-term debt - current portion                      8.9             8.9 
                                                 ------------------------------
          Total current liabilities                      542.0           601.1 

Long-term liabilities                                    558.3           548.5 
Accrued postretirement medical benefit
     obligation                                          727.7           734.0 
Long-term debt                                           858.4           749.2 
Minority interests                                       119.4           122.7 
Stockholders' equity:
     Preferred stock                                        .4              .4 
     Common stock                                           .7              .7 
     Additional capital                                  530.8           530.3 
     Accumulated deficit                                (454.7)         (459.9)
     Additional minimum pension liability                (13.8)          (13.8)
                                                 ------------------------------
          Total stockholders' equity                      63.4            57.7 
                                                 ------------------------------
               Total                             $     2,869.2   $     2,813.2 
                                                 ==============================



           The accompanying notes to interim consolidated financial statements
                      are an integral part of these statements.


</TABLE>


            KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

                  STATEMENTS OF CONSOLIDATED INCOME (LOSS)
                                (Unaudited)
             (In millions of dollars, except per share amounts)
<PAGE>


<TABLE>

<CAPTION>

                                            Quarter Ended                 Nine Months Ended
                                            September 30,                   September 30,
                                    -----------------------------  ------------------------------
                                             1996            1995            1996            1995
                                   ------------------------------  ------------------------------
<S>                                <C>             <C>             <C>             <C>
Net sales                          $        553.4  $        550.3  $      1,652.1  $      1,646.7
                                   ------------------------------  ------------------------------

Costs and expenses:
     Cost of products sold                  485.0           439.3         1,394.8         1,329.8
     Depreciation                            24.3            23.7            72.5            71.1
     Selling, administrative,
          research and development,
          and general                        33.6            34.1            97.4            96.4
                                   ------------------------------  ------------------------------
               Total costs and
                    expenses                542.9           497.1         1,564.7         1,497.3
                                   ------------------------------  ------------------------------

Operating income                             10.5            53.2            87.4           149.4

Other income (expense):
     Interest expense                       (22.6)          (23.9)          (68.3)          (71.3)
     Other - net                              2.1            (7.7)            3.0            (9.8)
                                   ------------------------------  ------------------------------

Income (loss) before income taxes
     and minority interests                 (10.0)           21.6            22.1            68.3
Credit (provision) for income taxes           3.8            (7.8)           (8.4)          (24.6)
Minority interests                            (.4)           (1.3)           (2.2)           (4.4)
                                   ------------------------------  ------------------------------

Net income (loss)                            (6.6)           12.5            11.5            39.3

Dividends on preferred stock                 (2.1)           (4.9)           (6.3)          (15.5)
                                   ------------------------------  ------------------------------
Net income (loss) available to
     common shareholders           $         (8.7) $          7.6  $          5.2  $         23.8
                                   ==============================  ==============================

Earnings (loss) per common and
     common equivalent share:
     Primary                       $         (.12) $          .13  $          .07  $          .40
                                   ==============================  ==============================
     Fully diluted                                 $          .14                  $          .46
                                                   ==============                  ==============

Weighted average common and common
     equivalent shares outstanding
     (000):

          Primary                          71,646          60,225          71,843          59,015
          Fully diluted                                    71,782                          71,613



           The accompanying notes to interim consolidated financial statements
                     are an integral part of these statements.


</TABLE>


            KAISER ALUMINUM CORPORATION AND SUBSIDIARY COMPANIES

                   STATEMENTS OF CONSOLIDATED CASH FLOWS
                                (Unaudited)
                          (In millions of dollars)




<TABLE>

<CAPTION>

                                                           Nine Months Ended
                                                             September 30,
                                                    ------------------------------
                                                              1996            1995
                                                    ------------------------------
<S>                                                 <C>             <C>
Cash flows from operating activities:
     Net income                                     $         11.5  $         39.3
     Adjustments to reconcile net income to net
          cash provided by (used for) operating
          activities:
          Depreciation                                        72.5            71.1
          Amortization of excess investment over
               equity in net assets of
               unconsolidated affiliates                       8.7             8.7
          Amortization of deferred financing costs
               and discount on long-term debt                  4.1             4.1
          Equity in income of unconsolidated
               affiliates                                     (7.5)          (17.2)
          Minority interests                                   2.2             4.4
          Decrease (increase) in receivables                  41.0           (86.6)
          Increase in inventories                            (19.8)          (62.6)
          (Increase) decrease in prepaid expenses
               and other assets                              (38.1)           70.5
          Decrease in accounts payable                       (24.1)           (5.2)
          Decrease in accrued interest                       (18.4)          (18.0)
          (Decrease) increase in payable to
               affiliates and accrued liabilities            (23.1)           12.3
          Decrease in accrued and deferred income
               taxes                                         (18.6)           (8.5)
          Other                                                4.6             7.8
                                                    ------------------------------
               Net cash (used for) provided by
                    operating activities                      (5.0)           20.1
                                                    ------------------------------

Cash flows from investing activities:
     Net proceeds from disposition of property and
          investments                                          1.6             6.9
     Expenditures for property, plant, and
          equipment                                          (90.8)          (44.2)
     Investments in unconsolidated affiliates                  (.3)           (9.0)
     Redemption fund for minority interests'
          preference stock                                    (1.3)            (.2)
                                                    ------------------------------
               Net cash used for investing
                    activities                               (90.8)          (46.5)
                                                    ------------------------------

Cash flows from financing activities:
     Borrowings (repayments) under revolving credit
          facility, net                                      118.1            55.6
     Repayments of long-term debt                             (9.0)           (8.5)
     Incurrence of financing costs                                             (.8)
     Dividends paid                                           (8.4)          (18.7)
     Capital stock issued                                                      1.2
     Redemption of minority interests' preference
          stock                                               (5.2)           (8.8)
                                                    ------------------------------
               Net cash provided by financing
                    activities                                95.5            20.0
                                                    ------------------------------

Net decrease in cash and cash equivalents during
     the period                                                (.3)           (6.4)
Cash and cash equivalents at beginning of period              21.9            17.6
                                                    ------------------------------
Cash and cash equivalents at end of period          $         21.6  $         11.2
                                                    ==============================

Supplemental disclosure of cash flow information:
     Interest paid, net of capitalized interest     $         82.7  $         85.2
     Income taxes paid                                        22.4            26.6
     Tax allocation payments to MAXXAM Inc.                    1.1



              The accompanying notes to interim consolidated financial statements are an
                              integral part of these statements.


</TABLE>



             NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
       (In millions of dollars, except prices and per share amounts)

1.   GENERAL

     Kaiser Aluminum Corporation (the "Company") is a subsidiary of MAXXAM
Inc. ("MAXXAM").  MAXXAM owns approximately 62% of the Company's common
stock, assuming the conversion of each outstanding share of 8.255% PRIDES,
Convertible Preferred Stock (the "PRIDES"), into one share of the Company's
common stock, with the remaining approximately 38% publicly held.  The
Company operates through its subsidiary, Kaiser Aluminum & Chemical
Corporation ("KACC").

     The foregoing unaudited interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X as promulgated by the Securities and
Exchange Commission.  Accordingly, these financial statements do not
include all of the disclosures required by generally accepted accounting
principles for complete financial statements.  These unaudited interim
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31,
1995.  In the opinion of management, the unaudited interim consolidated
financial statements furnished herein include all adjustments, all of which
are of a normal recurring nature, necessary for a fair statement of the
results for the interim periods presented.

     Operating results for the quarter and the nine month period ended
September 30, 1996, are not necessarily indicative of the results that may
be expected for the year ending December 31, 1996.

2.   INVENTORIES

     The classification of inventories is as follows:



<TABLE>

<CAPTION>

                                              September 30,   December 31,
                                                       1996           1995
                                             -----------------------------
<S>                                          <C>            <C>
Finished fabricated aluminum products        $        108.4 $         91.5
Primary aluminum and work in process                  190.0          195.9
Bauxite and alumina                                   122.5          119.6
Operating supplies and repair and maintenance
     parts                                            124.6          118.7
                                             -----------------------------
     Total                                   $        545.5 $        525.7
                                             =============================


</TABLE>



     Substantially all product inventories are stated at last-in, first-out
(LIFO) cost, not in excess of market. Replacement cost is not in excess of
LIFO cost.

3.   EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

     Primary - Earnings (loss) per common and common equivalent share are
computed by deducting preferred stock dividends from net income (loss) in
order to determine net income (loss) available to common shareholders. 
This amount is then divided by the weighted average number of common and
common equivalent shares outstanding during the period.  The weighted
average number of common and common equivalent shares for the quarter ended
September 30, 1996, excludes the impact of outstanding stock options since
they were antidilutive.  The impact of outstanding stock options on the
weighted average number of common and common equivalent shares for the
quarter and nine months ended September 30, 1995, and the nine months ended
September 30, 1996, was immaterial.

     Fully Diluted -  The PRIDES were excluded from the calculation of the
weighted average number of common and common equivalent shares outstanding
for all periods presented because they were antidilutive.  For the quarter
and nine months ended September 30, 1995, dividends of $2.8 and $9.1,
respectively, attributable to the Company's Mandatory Conversion Premium
Dividend Preferred Stock (the "Series A Shares") which were exchanged for
approximately 13.1 million shares of the Company's common stock and certain
cash payments on September 19, 1995, have not been deducted from net income
and the weighted average number of common and common equivalent shares
outstanding have been adjusted to reflect the shares of common stock issued
in the exchange as if they had been outstanding for the entire periods.  As
a result of the conversion of the Series A Shares, fully diluted earnings
per share for the 1995 periods are presented even though the results are
antidilutive.

4.   CONTINGENCIES

     Environmental Contingencies - The Company and KACC are subject to a
number of environmental laws, to fines or penalties assessed for alleged
breaches of the environmental laws, and to claims and litigation based upon
such laws.  KACC currently is subject to a number of lawsuits under the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended by the Superfund Amendments Reauthorization Act of 1986
("CERCLA"), and, along with certain other entities, has been named as a
potentially responsible party for remedial costs at certain third-party
sites listed on the National Priorities List under CERCLA.

     Based upon the Company's evaluation of these and other environmental
matters, the Company has established environmental accruals primarily
related to potential solid waste disposal and soil and groundwater
remediation matters.  At September 30, 1996, the balance of such accruals,
which is primarily included in Long-term liabilities, was $32.9.  These
environmental accruals represent the Company's estimate of costs reasonably
expected to be incurred based on presently enacted laws and regulations,
currently available facts, existing technology, and the Company's
assessment of the likely remediation action to be taken.  The Company
expects that these remediation actions will be taken over the next several
years and estimates that annual expenditures to be charged to these
environmental accruals will be approximately $2.0 to $10.0 for the years
1996 through 2000 and an aggregate of approximately $7.0 thereafter.

     As additional facts are developed and definitive remediation plans and
necessary regulatory approvals for implementation of remediation are
established or alternative technologies are developed, changes in these and
other factors may result in actual costs exceeding the current
environmental accruals.  The Company believes that it is reasonably
possible that costs associated with these environmental matters may exceed
current accruals by amounts that could range, in the aggregate, up to an
estimated $26.5 and that the factors upon which a substantial portion of
this estimate is based are expected to be resolved in early 1997.  While
uncertainties are inherent in the final outcome of these environmental
matters, and it is presently impossible to determine the actual costs that
ultimately may be incurred, management currently believes that the
resolution of such uncertainties should not have a material adverse effect
on the Company's consolidated financial position, results of operations, or
liquidity.

     Asbestos Contingencies - KACC is a defendant in a number of lawsuits,
some of which involve claims of multiple persons, in which the plaintiffs
allege that certain of their injuries were caused by, among other things,
exposure to asbestos during, and as a result of, their employment or
association with KACC or exposure to products containing asbestos produced
or sold by KACC.  The lawsuits generally relate to products KACC has not
manufactured for at least 15 years.  At September 30, 1996, the number of
such lawsuits pending was approximately 75,900, as compared to 59,700 at
December 31, 1995.  During the year 1995, approximately 41,700 of such
claims were received and 7,200 were settled or dismissed.  During the
quarter and nine months ended September 30, 1996, approximately 4,600 and
20,000 of such claims were received and 600 and 3,800 were settled or
dismissed, respectively.

     Based on past experience and reasonably anticipated future activity,
the Company has established an accrual for estimated asbestos-related costs
for claims filed and estimated to be filed and settled through 2008.  There
are inherent uncertainties involved in estimating asbestos-related costs,
and the Company's actual costs could exceed these estimates.  The Company's
accrual was calculated based on the current and anticipated number of
asbestos-related claims, the prior timing and amounts of asbestos-related
payments, and the advice of Wharton Levin Ehrmantraut Klein & Nash, P.A.
with respect to the current state of the law related to asbestos claims.
Accordingly, an estimated asbestos-related cost accrual of $160.0, before
consideration of insurance recoveries, is included primarily in Long-term
liabilities at September 30, 1996.  The Company estimates that annual
future cash payments in connection with such litigation will be
approximately $13.0 to $20.0 for each of the years 1996 through 2000, and
an aggregate of approximately $78.0 thereafter through 2008.  While the
Company does not presently believe there is a reasonable basis for
estimating such costs beyond 2008 and, accordingly, no accrual has been
recorded for such costs which may be incurred beyond 2008, there is a
reasonable possibility that such costs may continue beyond 2008, and such
costs may be substantial.

     A substantial portion of the asbestos-related claims that were filed
and served on KACC during 1995 and 1996 were filed in Texas.  KACC has been
advised by its counsel that, although there can be no assurance, the
increase in pending claims may have been attributable in part to tort
reform legislation in Texas.  Although asbestos-related claims are
currently exempt from certain aspects of the Texas tort reform legislation,
management has been advised that efforts to remove the asbestos-related
exemption in the tort reform legislation, relating to the doctrine of forum
non conveniens, as well as other developments in the legislative and legal
environment in Texas, may be responsible for the accelerated pace of new
claims experienced in late 1995 and its continuance in 1996, albeit at a
somewhat reduced rate.

     The Company believes that KACC has insurance coverage available to
recover a substantial portion of its asbestos-related costs.  Claims for
recovery from some of KACC's insurance carriers are currently subject to
pending litigation and other carriers have raised certain defenses, which
have resulted in delays in recovering costs from insurance carriers.  The
timing and amount of ultimate recoveries from these insurance carriers are
dependent upon the resolution of these disputes.  The Company believes,
based on prior insurance-related recoveries in respect of asbestos-related
claims, existing insurance policies, and the advice of Thelen, Marrin,
Johnson & Bridges with respect to applicable insurance coverage law
relating to the terms and conditions of those policies, that substantial
recoveries from the insurance carriers are probable.  Accordingly, an
estimated aggregate insurance recovery of $142.3, determined on the same
basis as the asbestos-related cost accrual, is recorded primarily in Other
assets at September 30, 1996.

     Management continues to monitor claims activity, the status of the
lawsuits (including settlement initiatives), legislative progress, and
costs incurred in order to ascertain whether an adjustment to the existing
accruals should be made to the extent that historical experience may differ
significantly from the Company's underlying assumptions.  While
uncertainties are inherent in the final outcome of these asbestos matters
and it is presently impossible to determine the actual costs that
ultimately may be incurred and insurance recoveries that will be received,
management currently believes that, based on the factors discussed in the
preceding paragraphs, the resolution of the asbestos-related uncertainties
and the incurrence of asbestos-related costs net of related insurance
recoveries should not have a material adverse effect on the Company's
consolidated financial position, results of operations, or liquidity.

     Other Contingencies - The Company and KACC are involved in various
other claims, lawsuits, and other proceedings relating to a wide variety of
matters.  While uncertainties are inherent in the final outcome of such
matters, and it is presently impossible to determine the actual costs that
ultimately may be incurred, management currently believes that the
resolution of such uncertainties and the incurrence of such costs should
not have a material adverse effect on the Company's consolidated financial
position, results of operations, or liquidity.

5.   DERIVATIVE FINANCIAL INSTRUMENTS AND RELATED HEDGING PROGRAMS

     The Company's earnings are sensitive to changes in the prices of
alumina, primary aluminum and fabricated aluminum products, and also depend
to a significant degree upon the volume and mix of all products sold.  KACC
enters into primary aluminum hedging transactions from time to time in the
normal course of business.  Primary aluminum hedging transactions are
designed to mitigate the Company's exposure to declines in the market price
of primary aluminum, while retaining the ability to participate in
favorable environments that may materialize.  KACC has employed strategies
which include forward sales and purchases of primary aluminum at fixed
prices and the purchase or sale of options for primary aluminum.  At
September 30, 1996, KACC had sold forward, at fixed prices, approximately
69,000 and 93,600 tons* of primary aluminum in excess of its projected
internal fabrication requirements for 1997 and 1998, respectively, and had
purchased put options to establish a minimum price for 66,000 and 45,000
tons of such 1997 and 1998 surplus, respectively.  During October 1996,
KACC purchased put options to establish a minimum price for an additional
126,000 tons of primary aluminum in excess of its projected 1997 internal
fabrication requirements and entered into options contracts that
established a price range for an additional 48,000 tons of the Company's
1998 surplus.

     In addition, at September 30, 1996, KACC had sold forward
approximately 73% and 85% of the alumina available to it in excess of its
projected internal smelting requirements for 1997 and 1998, respectively. 
Virtually all of such 1997 and 1998 sales were made at prices indexed to
future prices of primary aluminum.

     From time to time, KACC also enters into forward purchase and option
transactions to limit its exposure to increases in natural gas and fuel oil
costs.  As of September 30, 1996, KACC had option contracts for the
purchase of approximately 40,000 MMBtu of natural gas per day during the
first quarter of 1997, and a combination of fixed price purchase and option
contracts for 20,000 MMBtu of natural gas per day for the period April 1997
to December 1998.  At September 30, 1996, KACC also held option contracts
for 54,000 barrels of fuel oil per month for the period January 1997
through December 1998.

     KACC also enters into hedging transactions in the normal course of
business that are designed to reduce its exposure to fluctuations in
foreign exchange rates.  At September 30, 1996, KACC had net forward
foreign exchange contracts totaling approximately $81.6 for the purchase of
110.0 Australian dollars from January 1997 through June 1998, in respect of
its commitments for 1997 and 1998 expenditures denominated in Australian
dollars.

     At September 30, 1996, the net unrealized gain on KACC's position in
aluminum forward sales and option contracts, based on an average price of
$1,481 per ton ($.67 per pound) of primary aluminum, natural gas and fuel
oil forward purchase and option contracts, and forward foreign exchange
contracts, was approximately $46.4.

- ------------------
*All references to tons in this report refer to metric tons of 2,204.6
pounds.


     See Note 9 of the Notes to Consolidated Financial Statements for the
year ended December 31, 1995.

6.   SUBSEQUENT EVENTS

     On October 23, 1996, (the "Issuance Date"), KACC completed an offering
(the "Offering") of $175.0 principal amount of 10 7/8% Senior Notes due
2006 (the "10 7/8% Senior Notes") at 99.5% of their principal amount to
yield 10.96% at maturity.  The 10 7/8% Senior Notes were not registered
under the Securities Act of 1933, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  The 10 7/8% Senior Notes rank pari passu with
outstanding indebtedness under KACC's Credit Agreement dated as of February
15, 1994, as amended (the "Credit Agreement") and KACC's 9 7/8% Senior
Notes due 2002 (the 9-7/8% Senior Notes) in right and priority of payment
and are guaranteed on a senior, unsecured basis by certain of the Company's
subsidiaries (the "Subsidiary Guarantors").  Net proceeds from the Offering
on the Issuance Date, after estimated expenses, were approximately $168.9,
of which $91.7 were utilized to reduce the outstanding borrowings under the
revolving credit facility of the Credit Agreement to zero.  The remaining
net proceeds (approximately $77.2) were invested in short-term investments
pending their application for working capital and general corporate
purposes, including capital projects.  Pursuant to an agreement with the
initial purchasers of the 10 7/8% Senior Notes, KACC and the Subsidiary
Guarantors agreed to file a registration statement (the "Registration
Statement") with the Securities & Exchange Commission within 30 days of the
Issuance Date with respect to a registered offer to exchange the 10 7/8%
Senior Notes for new notes with substantially identical terms (the
"Exchange Offer"), and to use their reasonable best efforts to have the
Registration Statement declared effective within 90 days of the Issuance
Date and the Exchange Offer consummated within 130 days of the Issuance
Date.  The Exchange Offer will be made only by means of a prospectus.

     On a pro forma basis, at September 30, 1996, after giving effect to
the Offering and the application of proceeds therefrom, the Company's total
consolidated indebtedness would have increased from $867.3 to $910.2,
borrowing capacity of $273.1 would have been available for use under the
Credit Agreement and the Company would have had available additional cash
proceeds from the Offering of $37.7.

     During October 1996, the Credit Agreement was amended to, among other
things, provide for the Offering of the 10 7/8% Senior Notes discussed
above and to modify certain of the financial covenants contained in the
Credit Agreement.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------
     The following should be read in conjunction with the response to Item
1, Part I, of this Report.

     Management's Discussion & Analysis of Financial Condition and Results
of Operations, ("MD&A") contains statements which constitute forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements appear in a number of places in the
MD&A and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers primarily with
respect to the future operating performance of the Company.  Readers are
cautioned that any such forward looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ materially from those in the forward looking statements
as a result of various factors.  The accompanying MD&A identifies important
factors that could cause such differences.

RESULTS OF OPERATIONS

     The Company's operating results are sensitive to changes in prices of
alumina, primary aluminum, and fabricated aluminum products, and also
depend to a significant degree on the volume and mix of all products sold
and on KACC's hedging strategies.  See Note 5 of the Notes to Interim
Consolidated Financial Statements for an explanation of KACC's hedging
strategies.  The table on the following page provides selected operational
and financial information on a consolidated basis with respect to the
Company for the quarters and nine month periods ended September 30, 1996
and 1995.  As an integrated aluminum producer, the Company uses a portion
of its bauxite, alumina, and primary aluminum production for additional
processing at certain of its other facilities.  Intracompany shipments and
sales are excluded from the information set forth on the following page.

     Interim results are not necessarily indicative of those for a full
year.

               SELECTED OPERATIONAL AND FINANCIAL INFORMATION
                                (Unaudited)




<TABLE>

<CAPTION>

                                              Quarter Ended                   Nine Months Ended
                                              September 30,                     September 30,
                                    --------------------------------  --------------------------------
                                              1996              1995            1996              1995
                                    --------------------------------  --------------------------------
                               (In millions of dollars, except shipments, prices, and per share amounts)
<S>                                  <C>                 <C>              <C>               <C>
      
Shipments: (1)
     Alumina                                 598.6             471.5         1,506.7           1,494.6

     Aluminum products:
          Primary aluminum                    88.1              73.0           262.9             184.5
          Fabricated aluminum
               products                       83.1              90.4           245.4             284.3
                                    --------------------------------  --------------------------------
               Total aluminum
                    products                 171.2             163.4           508.3             468.8
                                    ================================  ================================

Average realized sales price:
     Alumina (per ton)              $          187    $          206  $          199    $          203
     Primary aluminum (per pound)              .67               .83             .69               .82

Net sales:
     Bauxite and alumina:
          Alumina                   $        111.7    $         97.2  $        300.2    $        303.8
          Other (2) (3)                       25.8              22.3            77.2              65.3
                                    --------------------------------  --------------------------------
               Total bauxite and
                    alumina                  137.5             119.5           377.4             369.1
                                    --------------------------------  --------------------------------

     Aluminum processing:
          Primary aluminum                   130.6             133.4           402.8             335.0
          Fabricated aluminum
               products                      282.4             293.0           861.4             929.0
          Other (3)                            2.9               4.4            10.5              13.6
                                    --------------------------------  --------------------------------
               Total aluminum
                    processing               415.9             430.8         1,274.7           1,277.6
                                    --------------------------------  --------------------------------

                  Total net sales   $        553.4    $        550.3  $      1,652.1    $      1,646.7
                                    ================================  ================================

Operating income (loss):
     Bauxite and alumina            $         (2.1)   $         14.8  $          8.8    $         36.4
     Aluminum processing                      29.1              58.9           127.8             170.9
     Corporate                               (16.5)            (20.5)          (49.2)            (57.9)
                                    --------------------------------  --------------------------------
          Total operating income    $         10.5    $         53.2  $         87.4    $        149.4
                                    ================================  ================================

Net income (loss)                   $         (6.6)   $         12.5  $         11.5    $         39.3
                                    ================================  ================================

Capital expenditures:

     Property, plant, and equipment $         39.1    $         17.1  $         90.8    $         44.2
     Investments in unconsolidated
          affiliates                            .1               9.0              .3               9.0
                                    --------------------------------  --------------------------------
          Total capital
               expenditures         $         39.2    $         26.1  $         91.1    $         53.2
                                    ================================  ================================


____________________________________
(1)  In thousands of tons.
(2)  Includes net sales of bauxite.
(3)  Includes the portion of net sales attributable to minority interests in
     consolidated subsidiaries.



</TABLE>


Recent Trends and Developments

     During 1995, the average Midwest U.S. transaction price (the "AMT
Price") for primary aluminum was approximately $.86 per pound compared to
$.72 and $.54 per pound in 1994 and 1993, respectively.  The significant
improvement in prices during 1994 and 1995 resulted from strong growth in
Western world consumption of aluminum and the curtailment of production in
response to lower prices in prior periods by many producers worldwide.  In
1995, production of primary aluminum increased and consumption of aluminum
continued to grow, but at a much lower rate than in 1994.  In general, the
overall aluminum market was strongest in the first half of 1995.  By the
second half of 1995, orders and shipments for certain products had softened
and the rate of decline in London Metal Exchange ("LME") inventories had
leveled off.  By the end of 1995, some small increases in LME inventories
occurred, and prices of aluminum weakened from first-half levels.  This
trend has continued throughout the first ten months of 1996 as the supply
of primary aluminum exceeded demand during this period.  Net reported
primary aluminum inventories have increased by approximately 230,000 tons
in 1996 based upon recent reports of the LME (through November 1, 1996) and
the International Primary Aluminum Institute (through August 31, 1996),
following substantial declines of 764,000 and 1,153,000 tons in 1994 and
1995, respectively.  The AMT Price for primary aluminum for the week ended
November 1, 1996, was approximately $.68 per pound.

     Increased production of primary aluminum due to restarts of certain
previously idled capacity, the commissioning of a major new smelter in
South Africa, and the continued high level of exports from the Commonwealth
of Independent States have contributed to increased supplies of primary
aluminum to the Western world in 1996.  While the economies of the major
aluminum consuming regions - the United States, Japan, Western Europe, and
Asia - are performing relatively well, the Company believes that the
reduction of aluminum inventories by consumers, as prices have continued to
decline, has suppressed the growth in primary aluminum demand that normally
accompanies growth in economic and industrial activity.  In addition to
these supply/demand dynamics, the Company believes the recent decline in
primary aluminum prices may have been influenced by a recent major decline
in copper prices on the LME.

Fourth Quarter Results

     The Company expects to continue to sustain net losses in the fourth
quarter of 1996 due principally to lower average realized prices for
alumina and primary aluminum, as compared to prices realized in the fourth
quarter of 1995, and due to increased raw material, energy, and operational
costs associated with the production of alumina at the Company's Gramercy
alumina refinery and 65% owned Alpart alumina refinery in Jamaica, as
compared to amounts incurred in the fourth quarter of 1995.  Such losses
could substantially exceed the loss for the third quarter of 1996 if the
price of primary aluminum does not increase from current levels.

Profit Enhancement and Cost Cutting Initiative

     The Company has set a goal of achieving significant cost reductions
and other profit improvements during 1997, with the full effect planned to
be realized in 1998.  The initiative is based on the Company's conclusion
that the current level of performance of its existing facilities and
businesses will not achieve the level of profits the Company considers
satisfactory based upon historic long-term average prices for primary
aluminum and alumina.  To achieve this goal, the Company plans reductions
in production costs, improvements in operating efficiencies, decreases in
corporate selling, general and administrative expenses, and enhancements to
product mix.  There can be no assurance that the initiative will result in
the desired cost reductions and other profit improvements.
Quarter and Nine Months Ended September 30, 1996 Compared to Quarter and
Nine Months Ended September 30, 1995

Summary - The Company reported a net loss of $6.6 million, or $.12 per
common share, for the third quarter of 1996, compared to net income of
$12.5 million, or $.13 per common share, for the same period of 1995.  Net
sales in the third quarter of 1996 totaled $553.4 million compared to
$550.3 million in the third quarter of 1995.  For the first nine months of
1996, the Company's net income was $11.5 million, or $.07 per share,
compared to net income of $39.3 million, or $.40 per common share, in the
first nine months of 1995.  Net sales for the first nine months of 1996
were $1,652.1 million, compared to $1,646.7 million for the same period in
1995.

Results for the third quarter and nine months ended September 30, 1996,
reflect the substantial reduction in market prices for primary aluminum
more fully discussed above.  Alumina prices, which are significantly
influenced by changes in primary aluminum prices, also declined from period
to period.  The decrease in product prices more than offset the positive
impact of increases in shipments in several segments of the Company's
business, as more fully discussed below.

Results for the first nine months of 1995 include approximately $17.0
million of first-quarter 1995 pre-tax expenses associated with an eight-day
strike at five major U.S. locations, a six-day strike at the Company's
Alpart alumina refinery, and a four-day disruption of alumina production at
Alpart caused by a boiler failure.

Bauxite and Alumina - Net sales for this segment increased by 15% for the
quarter ended September 30, 1996, from the comparable period in the prior
year, as increased shipments of alumina (27%) more than offset a 9% decline
in prices realized from the sale of alumina.  Net segment sales for the
nine months ended September 30, 1996, were basically unchanged from the
same period in 1995 as, on a year to date basis, nominal alumina price
declines were offset by a modest increase in alumina shipments.  The
reduction in prices realized, particularly for the quarter ended September
30, 1996, reflects the substantial decline in primary aluminum prices
experienced in 1996 discussed above, as well as the impact of certain short
term sales of previously uncommitted alumina production.

Operating income (loss) for this segment of the Company's business declined
significantly from prior year periods as a result of: (1) reduced gross
margins from alumina sales resulting from the previously discussed price
declines; (2) high operating costs associated with disruptions in the power
supply at the Company's Alpart alumina refinery; and (3) increased natural
gas costs at the Company's Gramercy, Louisiana alumina refinery.  Operating
income for the nine months ended September 30, 1996, was also unfavorably
impacted by a temporary raw material quality problem experienced at the
Company's Gramercy facility during the second quarter of 1996.

Aluminum Processing - Net sales of primary aluminum declined by only 2% for
the quarter ended September 30, 1996, from the comparable prior year period
as a 19% reduction in prices realized was substantially offset by a 21%
increase in shipments.  For the first nine months of 1996 increases in
shipments of 42.5% more than offset a 16% decline in product prices from
period to period.  The increases in shipments during the quarter and the
nine months ended September 30, 1996, are the result of increased shipments
of primary aluminum to third parties as a result of a decline in
intracompany transfers.
<PAGE>
Net sales of fabricated aluminum products were down 4%
and 7% for the quarter and the nine months ended September 30, 1996,
respectively, as compared to prior year periods as a result of a decrease
in shipments (primarily related to can sheet activities) resulting from
reduced growth in demand and the reduction of consumer inventories
 The impact of reducedproduct shipments was to a limited degree offset by
5% and 7% increases in prices realized from the sale of fabricated aluminum
products for the quarter and nine months ended September 30, 1996,
respectively, resulting from a shift in product mix (to higher-end value
added products), due to reduced can sheet shipments.

Corporate - Corporate operating expenses represent normal and recurring
corporate general and administrative expenses which are not allocated to
the Company's business segments.

LIQUIDITY AND CAPITAL RESOURCES

Capital Structure

     In April 1996, the Company filed a shelf-registration statement with
the Securities and Exchange Commission (the "SEC") covering the sale by
MAXXAM of up to 10 million shares of the Company's Common Stock that are
owned by MAXXAM.  There will be no proceeds to the Company from any such
sale.  The registration has been declared effective by the SEC.  

     The Company's Board of Directors had approved a proposed
recapitalization (the "Proposed Recapitalization") which would, among other
things, (i) provide for two classes of common stock: Class A Common Shares
with one vote per share ("Class A Common Shares") and a new, lesser-voting
class designated as Common Stock with 1/10 vote per share ("Recap Common
Stock"); (ii) redesignate as Class A Common Shares the 100 million
currently authorized shares of the Company's existing Common Stock and
authorize an additional 250 million shares of Recap Common Stock; and (iii)
reclassify each issued share of the Company's existing Common Stock into
(a) .33 of a Class A Common Share and (b) .67 of a share of Recap Common
Stock.

     On May 1, 1996, the Company's stockholders approved the Proposed
Recapitalization, but it was not implemented at that time due to a
preliminary injunction issued by the Delaware Court of Chancery.  The
preliminary injunction was upheld on appeal by the Delaware Supreme Court
on August 29, 1996.  The Company's Board of Directors subsequently adopted
a resolution abandoning the Proposed Recapitalization.  The Company has
filed a motion with the Delaware Court of Chancery to dismiss the
shareholder litigation relating to the Proposed Recapitalization on the
ground of mootness and has filed a response to plaintiffs' motion for entry
of a permanent injunction.  The Court has not ruled on either motion.  See
P
art II, Item 1. "LEGAL PROCEEDINGS - Matheson et al v. Kaiser Aluminum
Corporation et al" for information regarding a pending lawsuit with respect
to the Proposed Recapitalization.

     The decision to abandon the Proposed Recapitalization does not
preclude a recapitalization from being proposed to the Company's
stockholders in the future, including a substantially identical
recapitalization structure after the redemption or conversion of the
PRIDES.  In the event that such a recapitalization were implemented in the
future, MAXXAM could retain a majority of the voting power of the Company
even if it substantially reduced its total holdings of the Company's equity
securities by more than two-thirds. 

    On October 23, 1996, KACC completed the Offering of $175.0 million
principal amount of the 10-7/8% Senior Notes at 99.5% of their principal
amount to yield 10.96% at maturity.  The 10-7/8% Senior Notes rank pari
passu with outstanding indebtedness under the Credit Agreement and the
9-7/8% Senior Notes in right and priority of payment and are guaranteed on
a senior, unsecured basis by certain of the Company's subsidiaries.  Net
proceeds from the Offering on the Issuance Date, after estimated expenses,
were approximately $168.9 million, of which $91.7 million were utilized to
reduce the outstanding borrowings under the revolving credit facility of
the Credit Agreement to zero.  The remaining net proceeds (approximately
$77.2 million) were invested in short-term investments pending their
application for working capital and general corporate purposes, including
capital projects.

Operating Activities

     At September 30, 1996, the Company had working capital of $398.4
million, compared with working capital of $331.7 million at December 31,
1995.  The increase in working capital was due primarily to an increase in
Inventories and Prepaid expenses and other current assets and a decrease in
Accounts payable and Accrued salaries, wages, and related expenses,
partially offset by a decrease in Receivables and an increase in Other
accrued liabilities.

Investing Activities

     Capital expenditures during the first nine months of 1996 were $91.1
million, which were used primarily to improve production efficiency, reduce
operating costs, expand capacity at existing facilities, and construct new
facilities, including the Company's first micromill which is nearing
completion in Nevada as a full-scale demonstration and production facility.

     Total consolidated capital expenditures (of which approximately 6% is
expected to be funded by the Company's minority partners in certain foreign
joint ventures) are expected to be between $130.0 and $160.0 million per
annum in each of 1996 through 1998.  Management continues to evaluate
numerous projects all of which require substantial capital, including the
Company's micromill project and other potential opportunities both in the
United States and overseas.  In response to lower aluminum and alumina
prices, management may consider deferring certain non-essential capital
expenditures and/or raising investment capital (including through joint
ventures), in order to conserve a portion of the Company's available cash
resources to meet incremental capital and operating requirements and to
take advantage of new investment opportunities.

     During July 1996, the directors of Yellow River Aluminum Industry
Company Limited (the "Joint Venture"), a Sino-foreign joint equity
enterprise organized under the law of the People's Republic of China
between Kaiser Yellow River Investment Limited ("KYRIL"), a subsidiary of
KACC, and Lanzhou Aluminum Smelters ("LAS") of the China National
Nonferrous Metal Industry Corporation, KYRIL and LAS reached an agreement
(i) that extended until early 1997 the time for KYRIL to make a second
capital contribution to the Joint Venture, and (ii) that KYRIL would
continue to explore various methods of financing any future capital
contributions to the Joint Venture, including financing that could be
obtained from third-party investors.

Financing Activities and Liquidity

     At September 30, 1996, the Company had long-term debt of $858.4
million, compared with $749.2 million at December 31, 1995.  At September
30, 1996, $141.9 million (of which $73.1 million could have been used for
letters of credit) was available to KACC under the Credit Agreement.  On a
pro forma basis, after giving effect to the Offering and the application of
proceeds therefrom, as of September 30, 1996, the Company would have had
long-term debt of $901.3 million, $273.1 million of borrowing capacity
would have been available for use under the Credit Agreement, and the
Company would have had additional available cash proceeds from the Offering
of $37.7 million.

     During the nine months ended September 30, 1996, total borrowings and
repayments under the revolving credit facility of the Credit Agreement were
$468.7 million and $350.6 million, respectively.  During the nine months
ended September 30, 1995, total borrowing and repayments under the
revolving credit facility of the Credit Agreement were $481.9 million and
$426.3 million, respectively.

     Loans under the Credit Agreement bear interest at a rate per annum, at
KACC's election, equal to a Reference Rate (as defined) plus a margin of 0%
to 1.50% or LIBO Rate (Reserve Adjusted) (as defined) plus a margin of
1.75% to 3.25%.  The interest rate margins applicable to borrowings under
the Credit Agreement are based on a financial test, determined quarterly.  
During the first two quarters of 1996, the Company paid interest at a rate
per annum of the Reference Rate plus 0% or LIBO Rate plus 1.75%.  During
the third quarter of 1996, the per annum interest rates increased by .5% to
the Reference Rate plus .5% or LIBO Rate plus 2.25%.  Effective October 1,
1996, the margin applicable to loans under the Credit Agreement increased
by an additional.5% per annum based on the financial test.

     Management believes that the Company's existing cash resources,
together with cash flows from operations and borrowings under the Credit
Agreement, will be sufficient to meet its working capital and capital
expenditure requirements for the next year.  Additionally, with respect to
long-term liquidity, management believes that operating cash flows,
together with the ability to obtain both short and long-term financing,
should provide sufficient funds to meet the Company's working capital and
capital expenditure requirements.



PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

Environmental Proceedings

Aberdeen Pesticide Dumps Site Matter

     In May 1996, the Environmental Protection Agency (the "EPA") urged
KACC to rejoin the respondents who are parties to a PRP Participation
Agreement (the "Group") and indicated that it would consider seeking
penalties against KACC if it did not.  On October 10, 1996, the EPA
notified KACC that it deems KACC to be in violation of Administrative
Orders issued by the EPA under Section 106(a) of CERCLA ordering the
respondents, including KACC, to perform the soil remedial design and
remedial action described in the Record of Decision for the Aberdeen
Pesticide Dumps Site (the "Sites").  KACC and certain members of the Group
have entered into an agreement with the United States Department of Justice
to engage in a mediation process regarding an appropriate allocation of
responsibility for response costs at the Sites.  KACC has also agreed to
fund a portion of the costs associated with certain work at the Sites during
the mediation process.  See Part I, Item 3. "LEGAL PROCEEDINGS -
Aberdeen Pesticide Dumps Site Matter" in the Company's Report on Form 10-K
for the year ended December 31, 1995 (the "Form 10-K").

Catellus Development Corporation v. Kaiser Aluminum & Chemical Corporation
and James L. Ferry & Son Inc.

     On July 8, 1996, the United States District Court for the Northern
District of California issued an order awarding the City of Richmond, et
al. (the "Plaintiffs") nominal costs, which amount has been paid.  The
order also awarded Catellus Development Corporation ("Catellus") de minimis
costs.  Catellus has filed a notice of appeal.  On August 12, 1996, the
Court issued an order granting the Catellus motion for attorneys' fees in
the amount of approximately $.9 million.  KACC and Catellus have filed
notices of appeal with respect to the attorneys' fees award.  Based on
KACC's estimate of future costs of cleanup, resolution of the Catellus
matter is not expected to have a material adverse effect on the Company's
consolidated financial condition, results of operations, or liquidity.  See
Part I, Item 3. "LEGAL PROCEEDINGS - Catellus Development Corporation v.
Kaiser Aluminum & Chemical Corporation and James L. Ferry & Son Inc." in
the Company's Form 10-K and Part II, Item 1. "LEGAL PROCEEDINGS - Catellus
Development Corporation v. Kaiser Aluminum & Chemical Corporation and James
L. Ferry & Son Inc." in the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996 (the "First Quarter 10-Q").

Waste Inc. Superfund Site

     KACC has now entered into a Participation Agreement with thirteen of
the respondents to perform the work required under the unilateral
Administrative Order for Remedial Design and Remedial Action issued by the
EPA under CERCLA to thirty-two respondents, including KACC, for remedial
design and action at the Waste Inc. Superfund Site at Michigan City,
Indiana.  See Part I, Item 3. "LEGAL PROCEEDINGS - Waste Inc. Superfund
Site" in the Company's Form 10-K.

Other Proceedings

Matheson et al v. Kaiser Aluminum Corporation et al.

     On August 29, 1996, the Delaware Supreme Court upheld the preliminary
injunction and remanded the case to the Court of Chancery.  On September
24, 1996, the plaintiffs filed a motion to make permanent the temporary
injunction issued on April 8, 1996.  On September 27, 1996, the Company's
Board of Directors adopted a resolution abandoning the Proposed
Recapitalization.  On October 2, 1996, the Company filed a motion in the
Delaware Court of Chancery to dismiss the shareholder litigation relating
to the Proposed Recapitalization on the ground of mootness and filed a
response to plaintiffs' motion for entry of a permanent injunction.  The
Court has not ruled on either motion.  See Part I, Item 2. "MD&A -
Liquidity and Capital Resources - Capital Structure" of this Report and
Part I, Item 3. "LEGAL PROCEEDINGS -  Matheson et al v. Kaiser Aluminum
Corporation et al" in the Company's Form 10-K, Part II, Item 1. "LEGAL
PROCEEDINGS - Matheson et al v. Kaiser Aluminum Corporation et al" in the
Company's First Quarter 10-Q and Part II, Item 1. "LEGAL PROCEEDINGS -
Matheson et al v. Kaiser Aluminum Corporation et al" in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (the
"Second Quarter 10-Q").

Hammons v. Alcan Aluminum Corp. et al

     On July 18, 1996, the plaintiff filed a notice of appeal to the United
States Court of Appeals for the Ninth Circuit appealing the summary
judgement granted by the United States District Court for the Central
District of California in favor of KACC and other defendants and the
Court's dismissal of the complaint as to all defendants.  See Part I, Item
3. "LEGAL PROCEEDINGS - Hammons v. Alcan Aluminum Corp. et al" in the
Company's Form 10-K, Part II, Item 1. "LEGAL PROCEEDINGS - Hammons v. Alcan
Aluminum Corp. et al" in the Company's First Quarter 10-Q and Part II, Item
1. "LEGAL PROCEEDINGS - Hammons v. Alcan Aluminum Corp. et al" in the
Company's Second Quarter 10-Q.
<PAGE>
Asbestos-related Litigation

     KACC is a defendant in a number of lawsuits, some of which involve
claims of multiple persons, in which the plaintiffs allege that certain of
their injuries were caused by, among other things, exposure to asbestos
during, and as a result of, their employment or association with KACC or
exposure to products containing asbestos produced or sold by KACC.  The
portion of Note 4 of the Notes to Interim Consolidated Financial Statements
contained in this report under the heading "Asbestos Contingencies" is
incorporated herein by reference.   See Part I, Item 3. "LEGAL PROCEEDINGS
- - Asbestos-related Litigation" in the Company's Form 10-K.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

     (a)  Exhibits.

     Exhibit No.              Exhibit
     -----------              -------

     4.1  Sixth Amendment to Credit Agreement, dated as of October 1, 1996,
          amending the Credit Agreement, dated as of February 15, 1994, as
          amended, among the Company, KACC, the financial institutions a
          party thereto, and BankAmerica Business Credit, Inc., as Agent.

     4.2  Indenture, dated as of October 23, 1996, among KACC, as issuer,
          Kaiser Alumina Australia Corporation, Alpart Jamaica Inc., Kaiser
          Jamaica Corporation, Kaiser Finance Corporation, Kaiser Micromill
          Holdings, LLC, Kaiser Sierra Micromills, LLC, Kaiser Texas
          Micromill Holdings, LLC and Kaiser Texas Sierra Micromills, LLC,
          as subsidiary guarantors (the "Subsidiary Guarantors"), and First
          Trust National Association, as Trustee regarding KACC's 10 7/8%
          Senior Notes due 2006.

     4.3  Registration Rights Agreement, dated as of October 23, 1996,
          among KACC, the Subsidiary Guarantors and the initial purchasers
          of KACC's 10 7/8% Senior Notes due 2006.

     10   Employment Agreement made and entered into as of September 1,
          1996, by and between KACC and Jack A. Hockema.

     27   Financial Data Schedule.

     (b)  Reports on Form 8-K.

     No report on Form 8-K was filed by the Company during the quarter
     ended September 30, 1996.


                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, who has signed this report on
behalf of the registrant and as the principal financial officer of the
registrant.

                                   KAISER ALUMINUM CORPORATION


                                        /s/  John T. La Duc
                                   By:________________________
                                          John T. La Duc
                                        Vice President and 
                                      Chief Financial Officer


                                        /s/  Arthur S. Donaldson
                                   By:________________________
                                        Arthur S. Donaldson
                                             Controller


Dated: November 7, 1996
<PAGE>





<PAGE>                                                

                                                

                                                E x e c u t i o n   C o p y


                    SIXTH AMENDMENT TO CREDIT AGREEMENT
                    -----------------------------------

          THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
                                                          ---------
 dated as of October 1, 1996, is by and between KAISER ALUMINUM & CHEMICAL
CORPORATION, a Delaware corporation (the "Company"), KAISER ALUMINUM
                                          ----------

CORPORATION, a Delaware corporation (the "Parent Guarantor"), the various 
                                          ----------------
financial institutions that are or may from time to time become parties to
the Credit Agreement referred to below (collectively, the "Lenders" and, 
                                                           -------
individually, a "Lender"), and BANKAMERICA BUSINESS CREDIT, INC., a
                 -------
Delaware corporation, as agent (in such capacity, together with its
successors and assigns in such capacity, the "Agent") for the Lenders. 
                                             ------
Capitalized terms used, but not defined, herein shall have the meanings
given to such terms in the Credit Agreement, as amended hereby.

                            W I T N E S S E T H:

          WHEREAS, the Company, the Parent Guarantor, the Lenders and the
Agent are parties to the Credit Agreement, dated as of February 15, 1994,
as amended by the First Amendment to Credit Agreement, dated as of July 21,
1994, the Second Amendment to Credit Agreement, dated as of March 10, 1995,
the Third Amendment to Credit Agreement and Acknowledgement, dated as of
July 20, 1995, the Fourth Amendment to Credit Agreement,
 dated as of
October 17, 1995 and the Fifth Amendment to Credit Agreement dated as of
December 11, 1995 (the "Credit Agreement"); and
                        ----------------

          WHEREAS, the parties hereto have agreed to amend the Credit
Agreement as herein provided;

          NOW, THEREFORE, the parties hereto agree as follows:

          Section 1.       Amendments to Credit Agreement.
                           ------------------------------

     1.1  Amendments to Article I:  Definitions.
          -------------------------------------

          A.   Section 1.1 of the Credit Agreement is hereby amended by
amending the definition of "Minimum Net Worth" contained
                            -----------------
therein to read in its entirety as follows:  

          "'Minimum Net Worth' means $500,000,000 plus 50% of Net
            -----------------
          Income (but not loss) for each Fiscal Quarter of the




                                   1


<PAGE>

<PAGE>


          Company commencing with the Fiscal Quarter 
           ending September 30, 1996."

          B.   Section 1.1 of the Credit Agreement is further hereby
amended by adding the following definitions in the appropriate alphabetical
order:

          "'New Senior Debt' means Indebtedness of the Company or any of
            ---------------
          its Subsidiaries under the New Senior Notes, the New
          Senior Indenture, or any guaranty of such
          Indebtedness."

          "'New Senior Debt Instruments' means the New Senior Notes, the
            ---------------------------
          New Senior Indenture, and all other Instruments and
          agreements executed and delivered by the Company or any
          of its Subsidiaries in connection therewith."

          "'New Senior Indenture' means the indenture between the Company,
            --------------------
          and AJI, KJC, KFC, KAAC, KMH, KSM, Texas Holdings and
          Texas Sierra, as Subsidiary Guarantors, and the trustee
          named therein, pursuant to which the New Senior Notes
          will be issued, as amended, supplemented, restated, or
          otherwise modified from time to time in accordance with
          the terms of such indenture and this Agreement."

          "'New Senior Notes' means the promissory notes in a principal
            ----------------
          amount not exceeding $200,000,000 issued by the Company
          pursuant to the New Senior Indenture, as amended,
          supplemented, restated, or otherwise modified from time
          to time in accordance with the terms of the New Senior
          Indenture and this Agreement and all other promissory
          notes accepted from time to time in substitution
          therefor or renewal thereof in accordance with the
          terms of the New Senior Indenture and this Agreement."

     1.2  Amendments to Article IX:  Covenants.
          ------------------------------------

          A.   Section 9.1.1 of the Credit Agreement is hereby amended by
(i) adding the phrase "or any New Senior Debt Instrument" after the phrase
"any Senior Debt Instrument" contained in clause (d)(ii)(B) thereof, and
(ii) adding the phrase ", any New Senior Debt Instrument" after the phrase
"any Subordinated Debt Instrument" each time it appears in clause (h)
thereof.

          B.   Section 9.1.10 of the Credit Agreement is hereby amended by
(i) adding the phrase ", the New Senior Indenture" after the phrase
"Subordinated Indenture" the first time it appears in clause (b)(ii)
thereof, and (ii) adding the phrase ", any similar provision of the New
Senior Indenture" after the phrase "Subordinated  Indenture" the second
time it appears in clause (b)(ii) thereof.




                                   2

<PAGE>

<PAGE>



          C.   Section 9.1.10 of the Credit Agreement is hereby further
amended by (i) adding the phrase ", the New Senior Indenture" after the
phrase "Subordinated Indenture" the first time it appears in clause (c)(i)
thereof and (ii) adding the phrase ", any similar provision of the
New Senior Indenture" after the phrase "Subordinated  Indenture" the second
time it appears in clause (c)(i) thereof.
     
          D.   Section 9.2.2 of the Credit Agreement is hereby amended by
amending clause (b)(i) to read in its entirety as follows:

          "(i) Indebtedness of the Company in respect of (A) the Senior
Debt, (B) the New Senior Debt, provided that (1) the aggregate principal
                               --------
amount thereof does not exceed $200,000,000, (2) such Indebtedness is
unsecured, (3) such Indebtedness is issued on or prior to February 1, 1997,
(4) such Indebtedness does not mature prior to February 15, 2002 and (5)
the New Senior Indenture is substantially in the form of the Senior
Indenture and (C) Contingent Obligations of AJI, KJC, KFC, KAAC, KMH, KSM,
Texas Holdings and Texas Sierra as a 'Subsidiary Guarantor' (under and as
defined in the Senior Indenture, the New Senior Indenture and the
Subordinated Indenture) in respect of the Senior Debt, the New Senior Debt
and the Subordinated Debt, respectively;"

          E.   Section 9.2.4 of the Credit Agreement is hereby amended to
read in its entirety as follows:

     "Section 9.2.4 Financial Condition.  
                    -------------------

     (a)  Net Worth.  The Company shall not permit Net Worth as of the end
of any Fiscal Quarter set forth below to be less than the correlative
amount indicated:

     Fiscal Quarter                                  Net Worth
     --------------                                  ---------

     First Fiscal Quarter of 1994                 $450,000,000
     Second Fiscal Quarter of 1994                $433,000,000
     Third Fiscal Quarter of 1994                 $416,000,000
     Fourth Fiscal Quarter of 1994                $400,000,000
     First Fiscal Quarter of 1995                 $396,000,000
     Second Fiscal Quarter of 1995                $392,000,000
     Third Fiscal Quarter of 1995                 $388,000,000
     Fourth Fiscal Quarter of 1995                $385,000,000
     First Fiscal Quarter of 1996                 $391,000,000
     Second Fiscal Quarter of 1996                $397,000,000
     Third Fiscal Quarter of 1996              Minimum Net Worth
       and each Fiscal Quarter thereafter





                                   3

<PAGE>

<PAGE>


     (b)  Interest Coverage Ratio.  The Company shall not permit the
Interest Coverage Ratio (i) for the one Fiscal Quarter period ending March
31, 1996 to be less than 1.1 to 1.0, (ii) for the two Fiscal Quarter period
ending June 30, 1996 to be less than 1.2 to 1.0, (iii) for the three Fiscal
Quarter period ending September 30, 1996 to be less than 0.5 to 1.0 and
(iv) for the four Fiscal Quarter period ending on the last day of each of 
the Fiscal Quarters set forth below to be less than the correlative ratio 
indicated:

          Date                                 Ratio
          ----                                 -----
     Fourth Fiscal Quarter of 1996           0.3 to 1.0
     First Fiscal Quarter of 1997            0.2 to 1.0
     Second Fiscal Quarter of 1997           0.2 to 1.0
     Third Fiscal Quarter of 1997            0.4 to 1.0
     Fourth Fiscal Quarter of 1997           0.6 to 1.0
     First Fiscal Quarter of 1998            0.8 to 1.0
     Second Fiscal Quarter of 1998           1.2 to 1.0
     Third Fiscal Quarter of 1998            1.6 to 1.0
     Fourth Fiscal Quarter of 1998           2.0 to 1.0
       and each Fiscal Quarter thereafter"

          F.   Section 9.2.6 of the Credit Agreement is hereby amended by
               -------------
adding the phrase "any New Senior Debt," after the phrase "any Senior Debt"
contained in clause (b)(iv) thereof.

          G.   Section 9.2.7 of the Credit Agreement is hereby amended to
               -------------
read in its entirety as follows:

     "Section 9.2.7  Capital Expenditures.  The Company will not, and will
                     --------------------
not permit any of its Subsidiaries to, make Adjusted Capital Expenditures
in any Fiscal Year set forth below in an aggregate amount in excess of the
sum of (a) the Base Amount set forth below opposite such Fiscal Year plus
(b) in the case of each Fiscal Year commencing with the 1995 Fiscal Year
the Carryover Amount applicable to such Fiscal Year:

     Fiscal Year                            Base Amount
     -----------                            -----------

          1994                             $ 60,000,000
          1995                             $ 80,000,000
          1996                             $175,000,000
          1997                             $175,000,000
          1998                             $140,000,000




                                   4


<PAGE>

<PAGE>


The 'Carryover Amount' applicable to any Fiscal Year is equal to (i) the
     ----------------
sum of the Base Amounts applicable to all periods set forth which end prior
to the Fiscal Year for which the Carryover Amount is being calculated minus
(ii) the aggregate amount of Adjusted Capital Expenditures which were
actually made by the Company and its Subsidiaries during the 1994 Fiscal
Year and during each Fiscal Year thereafter prior to the Fiscal Year for
which such Carryover Amount is being calculated; provided, however, that
                                                 --------  -------
the Carryover Amount shall not

exceed $10,000,000 for the 1995 Fiscal Year, $11,600,000 for the 1996
Fiscal Year and $30,000,000 for any Fiscal Year thereafter."

          H.   Section 9.2.11 of the Credit Agreement is hereby amended by
               --------------
adding the phrase ", any similar provision of the New Senior Indenture"
after the phrase "Subordinated Indenture" the third time it appears in the
paragraph following clause (k) thereof.

          I.   Section 9.2.13 of the Credit Agreement is hereby amended by
               --------------
(i) adding the phrase ", any New Senior Debt" after the phrase
"Subordinated Debt" contained in clause (a) thereof, (ii) adding the phrase
", New Senior Debt" after the phrase "Subordinated Debt" each time it
appears in clause (c) thereof, (iii) adding the phrase ", New Senior Debt"
after the phrase "Subordinated Debt" contained in clause (d) thereof, and
(iv) adding the phrase ", to deliver any certificate and opinion permitted
to be given to the trustee under any similar provisions of the New Senior
Indenture with respect to any 'Subsidiary Guarantor' (under and as defined
in the New Senior Indenture)" after the phrase "Subordinated Indenture)"
contained in clause (e) thereof.

          J.   Section 9.2.15 of the Credit Agreement is hereby amended by 
               --------------
adding the phrase "or the New Senior Indenture" after the phrase "Senior
Indenture" contained therein.

          K.   Section 9.2.19 of the Credit Agreement is hereby amended by 
               --------------
adding the phrase "or the New Senior Debt Instruments" after the phrase
"Senior Debt Instruments" contained therein.

     1.3  Amendments to Article X:  Events of Default.
          -------------------------------------------

          A.   Section 10.1.11 of the Credit Agreement is hereby amended by
(i) adding the phrase ", any New Senior Debt Instrument" after the phrase
"Subordinated Debt Instrument" contained therein and (ii) adding the phrase
", any New Senior Debt" after the phrase "Subordinated Debt" contained
therein.




                                   5

<PAGE>

<PAGE>          



          Section 2.  Conditions to Effectiveness.
                      ---------------------------

          This Amendment shall become effective as of the date hereof only
when the following conditions shall have been satisfied and notice thereof
shall have been given by the Agent to the Parent Guarantor, the Company and
each Lender (the date of satisfaction of such conditions and the giving of
such notice being referred to herein as the "Sixth Amendment Effective
                                             -------------------------
Date"):
- ----

          A.   The Agent shall have received for each Lender counterparts
hereof duly executed on behalf of the Parent Guarantor, the Company, the
Agent and the Required Lenders (or notice of the approval of this Amendment
by the Required Lenders satisfactory to the Agent shall have been received
by the Agent).

          B.   The Agent shall have received:

               (1)  Resolutions of the Board of Directors or of the
Executive Committee of the Company and the Parent Guarantor approving and
authorizing the execution, delivery and performance of this Amendment,
certified by its corporate secretary or an assistant secretary as being in
full force and effect without modification or amendment as of the date of
execution hereof by the Company or the Parent Guarantor, as the case may
be;

               (2)  A signature and incumbency certificate of the officers
of the Company and the Parent Guarantor executing this Amendment;

               (3)  For each Lender an opinion, addressed to the Agent and
each Lender, from Kramer, Levin, Naftalis & Frankel, in form and substance
satisfactory to the Agent; and

               (4)  Such other information, approvals, opinions, documents,
or instruments as the Agent may reasonably request.

          Section 3.  Company's Representations and Warranties.  
                      ----------------------------------------

          In order to induce the Lenders and the Agent to enter into this
Amendment and to amend the Credit Agreement in the manner provided herein,
the Parent Guarantor and the Company represent and warrant to each Lender
and the Agent that, as of the Sixth Amendment Effective Date after giving
effect to the effectiveness of this Amendment, the following statements are
true and correct in all material respects:

          A.   Authorization of Agreements.  The execution and delivery of
               ---------------------------
this Amendment by the Company and the Parent Guarantor and the performance
of the


                                   6


<PAGE>

<PAGE>


Credit Agreement as amended by this Amendment (the "Amended
                                                           -------
Agreement") by the Company and the Parent Guarantor are within such
- ---------
Obligor's corporate powers and have been duly authorized by all necessary
corporate action on the part of the Company and the Parent Guarantor, as
the case may be.

          B.   No Conflict.  The execution and delivery by the Company and
               -----------
the Parent Guarantor of this Amendment and the performance by the Company
and the Parent Guarantor of the Amended Agreement do not:

               (1)  contravene such Obligor's Organic Documents;

               (2)  contravene the Senior Indenture or the Subordinated
Indenture or contravene any other contractual restriction where such a
contravention has a reasonable possibility of having a Materially Adverse
Effect or contravene any law or governmental

regulation or court decree or order binding on or affecting such Obligor or
any of its Subsidiaries; or 

               (3)  result in, or require the creation or imposition of,
any Lien on any of such Obligor's properties or any of the properties of
any Subsidiary of such Obligor, other than pursuant to the Loan Documents.

          C.   Binding Obligation.  This Amendment has been duly executed
               ------------------
and delivered by the Company and the Parent Guarantor and this Amendment
and the Amended Agreement constitute the legal, valid and binding
obligations of the Company and the Parent Guarantor, enforceable against
the Company and the Parent Guarantor in accordance with their respective
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights
generally and by general principles of equity.

          D.   Governmental Approval, Regulation, etc.  No authorization or
               ---------------------------------------
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other Person is required
for the due execution, delivery or performance of this Amendment by the
Company or the Parent Guarantor.

          E.   Incorporation of Representations and Warranties from Credit
               -----------------------------------------------------------
Agreement.  Each of the statements set forth in Section 7.2.1 of the Credit
- ---------                                       -------------
 Agreement is true and correct.

          Section 4  Acknowledgement and Consent.
                     ---------------------------

          The Company is a party to the Company Collateral Documents, in
each case as amended through the date hereof, pursuant to which the Company
has created Liens in favor of the Agent on certain Collateral to secure the
Obligations.  The Parent


                                   7

<PAGE>

<PAGE>


Guarantor is a party to the Parent Collateral
Documents, in each case as amended through the date hereof, pursuant to
which the Parent Guarantor has created Liens in favor of the Agent on
certain Collateral and pledged certain Collateral to the Agent to secure
the Obligations of the Parent Guarantor.  Certain Subsidiaries of the
Company are parties to the Subsidiary Guaranty and/or one or more of the
Subsidiary Collateral Documents, in each case as amended through the date
hereof, pursuant to which such Subsidiaries have (i) guarantied the
Obligations and/or (ii) created Liens in favor of the Agent on certain
Collateral.  The Company, the Parent Guarantor and such Subsidiaries are
collectively referred to herein as the "Credit Support Parties", and the
                                        ----------------------
Company Collateral Documents, the Parent Collateral Documents, the
Subsidiary Guaranty and the Subsidiary Collateral Documents are
collectively referred to herein as the "Credit Support Documents".
                                        ------------------------

          Each Credit Support Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement as amended by
this Amendment and consents to the amendment of the Credit Agreement
effected as of the date hereof pursuant to this Amendment.

          Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect.  Each Credit Support Party hereby
confirms that each Credit Support Document to which it is a party or
otherwise bound and all Collateral encumbered thereby will continue to
guaranty or secure, as the case may be, the payment and performance of all
obligations guaranteed or secured thereby, as the case may be.

          Each Credit Support Party (other than the Company and the Parent
Guarantor) acknowledges and agrees that (i) notwithstanding the conditions
to effectiveness set forth in this Amendment, such Credit Support Party is
not required by the terms of the Credit Agreement or any other Loan
Document to consent to the amendments to the Credit Agreement effected
pursuant to this Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Loan Document shall be deemed to require the consent
of such Credit Support Party to any future amendments to the Credit
Agreement.

          Section 5  Miscellaneous.
                     -------------

          A.   Reference to and Effect on the Credit Agreement and the
               -------------------------------------------------------
Other Loan Documents.
- --------------------

               (1)  On and after the Sixth Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like


                                   8


<PAGE>

<PAGE>

import referring to the Credit Agreement shall mean and be a reference 
to the Amended Agreement.

               (2)  Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.

          B.   Applicable Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
               --------------
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO SUCH LAWS RELATING TO CONFLICTS OF
LAWS.

          C.   Headings.  The various headings of this Amendment are
               --------
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provision hereof.

          D.   Counterparts.  This Amendment may be executed by the parties
               ------------
hereto in several counterparts and by the different parties on separate
counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same instrument; signature
pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are physically attached to
the same document.


          E.   Severability.  Any provision of this Amendment which is
               ------------
prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provisions in
any other jurisdiction.

                                    9

<PAGE>

<PAGE>


          
          IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered as of the day and year first above written.

KAISER ALUMINUM CORPORATION             KAISER ALUMINUM & CHEMICAL
                                          CORPORATION

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer


BANKAMERICA BUSINESS CREDIT,            BANKAMERICA BUSINESS CREDIT,
  INC., as Agent                          INC.

By:                                     By:
   ------------------------------          ------------------------------
Name: Michael J. Jasaitis               Name: Michael J. Jasaitis  
Its: Vice President                     Its: Vice President


BANK OF AMERICA NATIONAL TRUST          THE CIT GROUP/BUSINESS 
  AND SAVINGS ASSOCIATION                 CREDIT, INC.

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:--------------------       Name Printed:--------------------
Its:-----------------------------       Its:------------------------------


CONGRESS FINANCIAL CORPORATION          HELLER FINANCIAL, INC.
   (WESTERN)

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:--------------------       Name Printed:--------------------
Its:-----------------------------       Its:-----------------------------


LA SALLE NATIONAL BANK                  NATIONAL WESTMINSTER BANK 
                                           PLC

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:--------------------       Name Printed:--------------------
Its:-----------------------------       Its:-----------------------------




                                   10


<PAGE>

<PAGE>



TRANSAMERICA BUSINESS CREDIT            ABN AMRO BANK N.V.
   CORPORATION                          San Francisco International Branch
                                             by:  ABN AMRO North America, 
                                             Inc., as agent

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:--------------------       Name Printed:--------------------
Its:-----------------------------       Its:-----------------------------


                                        By:
                                           ------------------------------
                                        Name Printed:--------------------
                                        Its:-----------------------------



                                   11

<PAGE>

<PAGE>



ACKNOWLEDGED AND AGREED TO:


AKRON HOLDING CORPORATION               KAISER ALUMINUM & CHEMICAL
                                          INVESTMENT, INC.

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer


KAISER ALUMINUM PROPERTIES,             KAISER ALUMINUM TECHNICAL
  INC.                                    SERVICES, INC.

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer


OXNARD FORGE DIE COMPANY, INC.          KAISER ALUMINIUM 
                                          INTERNATIONAL, INC.

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer


KAISER ALUMINA AUSTRALIA                KAISER FINANCE CORPORATION
  CORPORATION

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer


ALPART JAMAICA INC.                     KAISER JAMAICA CORPORATION

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer



                                   12


<PAGE>

<PAGE>


KAISER BAUXITE COMPANY                  KAISER EXPORT COMPANY

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer


KAISER MICROMILL HOLDINGS, LLC          KAISER SIERRA MICROMILLS, LLC

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Treasurer of Kaiser Aluminum            Its: Treasurer
& Chemical Corporation


KAISER TEXAS SIERRA MICROMILLS,         KAISER TEXAS MICROMILL 
  LLC                                     HOLDINGS, LLC

By:                                     By:
   ------------------------------          ------------------------------
Name Printed:  Karen A. Twitchell       Name Printed:  Karen A. Twitchell
Its: Treasurer                          Its: Treasurer












                                   13




<PAGE>




- --------------------------------------------------------------








             KAISER ALUMINUM & CHEMICAL CORPORATION,

                            as Issuer,

              KAISER ALUMINA AUSTRALIA CORPORATION,
                       ALPART JAMAICA INC.,
                   KAISER FINANCE CORPORATION, 
                   KAISER JAMAICA CORPORATION,
                 KAISER MICROMILL HOLDINGS, LLC,
                  KAISER SIERRA MICROMILLS, LLC,
             KAISER TEXAS MICROMILL HOLDINGS, LLC and
               KAISER TEXAS SIERRA MICROMILLS, LLC,

                    as Subsidiary Guarantors,

                               AND

                 FIRST TRUST NATIONAL ASSOCIATION

                            as Trustee



              -------------------------------------

                            INDENTURE

                   Dated as of October 23, 1996


              -------------------------------------

                           $175,000,000

                  10-7/8% Senior Notes due 2006



- ---------------------------------------------------------------

<PAGE>

<PAGE>
                  RECONCILIATION AND TIE SHEET*

                             between

          PROVISIONS OF THE TRUST INDENTURE ACT OF 1939

                               and

              INDENTURE DATED AS OF OCTOBER 23, 1996

                             between

              KAISER ALUMINUM & CHEMICAL CORPORATION
              KAISER ALUMINA AUSTRALIA CORPORATION,
                       ALPART JAMAICA INC.,
                   KAISER FINANCE CORPORATION,
                   KAISER JAMAICA CORPORATION,
                 KAISER MICROMILL HOLDINGS, LLC,
                  KAISER SIERRA MICROMILLS, LLC,
             KAISER TEXAS MICROMILL HOLDINGS, LLC and
               KAISER TEXAS SIERRA MICROMILLS, LLC

                               and

            FIRST TRUST NATIONAL ASSOCIATION, TRUSTEE


Sections                                         Sections of
of Act                                            Indenture
- ------                                            ---------

310(a)(1) . . . . . . . . . . . . . . . . .     7.09
310(a)(2) . . . . . . . . . . . . . . . . .     7.09
310(a)(3) . . . . . . . . . . . . . . . . .     Inapplicable
310(a)(4) . . . . . . . . . . . . . . . . .     Inapplicable
310(a)(5) . . . . . . . . . . . . . . . . .     7.09
310(b). . . . . . . . . . . . . . . . . . .     7.08, 7.10
310(c). . . . . . . . . . . . . . . . . . .     Inapplicable
311(a). . . . . . . . . . . . . . . . . . .     7.13(a), 7.13(c)
311(b). . . . . . . . . . . . . . . . . . .     7.13(b), 7.13(c)
311(c). . . . . . . . . . . . . . . . . . .     Inapplicable
312(a). . . . . . . . . . . . . . . . . . .     5.01, 5.02(a)
312(b). . . . . . . . . . . . . . . . . . .     5.02(b)
312(c). . . . . . . . . . . . . . . . . . .     5.02(c)
313(a). . . . . . . . . . . . . . . . . . .     5.04(a)
313(b)(1) . . . . . . . . . . . . . . . . .     Inapplicable
313(b)(2) . . . . . . . . . . . . . . . . .     5.04(b)

313(c). . . . . . . . . . . . . . . . . . .     5.04(c)
313(d). . . . . . . . . . . . . . . . . . .     5.04(d)
314(a)(1) . . . . . . . . . . . . . . . . .     5.03(a)
314(a)(2) . . . . . . . . . . . . . . . . .     5.03(b)
314(a)(3) . . . . . . . . . . . . . . . . .     5.03(c)
314(a)(4) . . . . . . . . . . . . . . . . .     5.03(d)
314(b). . . . . . . . . . . . . . . . . . .     Inapplicable
314(c)(1) . . . . . . . . . . . . . . . . .     14.05
314(c)(2) . . . . . . . . . . . . . . . . .     14.05

                                i


<PAGE>

<PAGE>

Sections                                         Sections of
of Act                                            Indenture
- ------                                            ---------

314(c)(3) . . . . . . . . . . . . . . . . .     Inapplicable
314(d). . . . . . . . . . . . . . . . . . .     Inapplicable
314(e). . . . . . . . . . . . . . . . . . .     14.05
314(f). . . . . . . . . . . . . . . . . . .     Omitted
315(a). . . . . . . . . . . . . . . . . . .     7.01
315(b). . . . . . . . . . . . . . . . . . .     6.07
315(c). . . . . . . . . . . . . . . . . . .     7.01
315(d). . . . . . . . . . . . . . . . . . .     7.01
315(e). . . . . . . . . . . . . . . . . . .     6.08
316(a)(1) . . . . . . . . . . . . . . . . .     6.06, 8.04
316(a)(2) . . . . . . . . . . . . . . . . .     Omitted
316(b). . . . . . . . . . . . . . . . . . .     6.04
316(c). . . . . . . . . . . . . . . . . . .     8.05
317(a). . . . . . . . . . . . . . . . . . .     6.02
317(b). . . . . . . . . . . . . . . . . . .     4.04(a)
318(a). . . . . . . . . . . . . . . . . . .     14.07
318(c). . . . . . . . . . . . . . . . . . .     14.07


- -------------------------
*This Reconciliation and Tie Sheet is not a part of the
Indenture.

                                ii


<PAGE>

<PAGE>

                        TABLE OF CONTENTS


                                                           Page

                           ARTICLE ONE

                           DEFINITIONS
SECTION 1.01.  Certain terms defined. . . . . . . . . . .   12
SECTION 1.02.  References are to Indenture. . . . . . . .   36
SECTION 1.03.  Other definitions. . . . . . . . . . . . .   36

                           ARTICLE TWO

           ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                      AND EXCHANGE OF NOTES

SECTION 2.01.  Designation, amount, authentication and 
                delivery of Notes. . . . . . . . . . . .  37
SECTION 2.02.  Form of Notes and Trustee's certificate. .   38
SECTION 2.03.  Date of Notes and denominations. . . . . .   39
SECTION 2.04.  Execution of Notes . . . . . . . . . . . .   40
SECTION 2.05.  Exchange and transfer of Notes . . . . . .   40
SECTION 2.06.  Temporary Notes. . . . . . . . . . . . . .   44
SECTION 2.07.  Mutilated, destroyed, lost or stolen 
                Notes. . . . . . . . . . . . . . . . . .   44
SECTION 2.08.  Cancellation of surrendered Notes. . . . .    45
SECTION 2.09.  Restrictive Legends. . . . . . . . . . . .    45
SECTION 2.10.  Book-Entry Provisions for Global Note and 
                Regulation S Temporary Global Note . . .   47

                          ARTICLE THREE

                REDEMPTION AND PURCHASES OF NOTES

SECTION 3.01.  Redemption prices. . . . . . . . . . . . .   48
SECTION 3.02.  Notice of redemption; selection of Notes .   48
SECTION 3.03.  When Notes called for redemption become 
                due and payable. . . . . . . . . . . . .  49
SECTION 3.04.  Cancellation of redeemed Notes . . . . . .   50
SECTION 3.05.  Purchase of Notes at option of the holder 
                upon Change of Control . . . . . . . . .  50
SECTION 3.06.  Effect of Change of Control Purchase Notice  52
SECTION 3.07.  Deposit of Change of Control Purchase Price  53
SECTION 3.08.  Covenant to comply with securities laws 
                upon purchase of Notes . . . . . . . . .  53
SECTION 3.09.  Repayment to the Company . . . . . . . . .   53

                           ARTICLE FOUR

               PARTICULAR COVENANTS OF THE COMPANY


SECTION 4.01.  Payments on the Notes . . . . . . . . . .     53
SECTION 4.02.  Maintenance of office or agency for 
                registration of transfer, exchange and 
                payment of Notes. . . . . . . . . . . .    53
SECTION 4.03.  Appointment to fill a vacancy in the 
                office of Trustee . . . . . . . . . . .    54
SECTION 4.04.  Provision as to paying agent. . . . . . .     54
SECTION 4.05.  Maintenance of corporate existence. . . .     55
SECTION 4.06.  Officers' Certificate as to default 
                and statement as to compliance. . . . .    55

                               iii

<PAGE>

<PAGE>

                                                           Page
                                                           ----
SECTION 4.07.  Usury laws. . . . . . . . . . . . . . . .     56
SECTION 4.08.  Restrictions on transactions with 
                Affiliates and Unrestricted Subsidiaries   56
SECTION 4.09.  Limitations on Restricted Payments, 
                Restricted Investments and 
                Unrestricted Subsidiary Investments. . .   57
SECTION 4.10.  Limitation on Indebtedness and Preferred 
                Stock. . . . . . . . . . . . . . . . . .   62
SECTION 4.11.  Limitation on Liens. . . . . . . . . . . .    66
SECTION 4.12.  Subsidiary guarantees, etc.  . . . . . . .    68
SECTION 4.13.  Limitation on dividends and other payment 
                restrictions affecting Subsidiaries. . .   70
SECTION 4.14.  Limitation on Asset Sales. . . . . . . . .    70
SECTION 4.15.  Limitations on Unrestricted Subsidiaries .    73

                           ARTICLE FIVE

              NOTEHOLDERS' LISTS AND REPORTS BY THE
                     COMPANY AND THE TRUSTEE

SECTION 5.01.  Company to furnish Trustee information 
                as to names and addresses of 
                noteholders. . . . . . . . . . . . . . .   73
SECTION 5.02.  Preservation and disclosure of lists . . .   74
SECTION 5.03.  Reports by the Company . . . . . . . . . .   75
SECTION 5.04.  Reports by the Trustee . . . . . . . . . .   76

                           ARTICLE SIX

             REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                       ON EVENT OF DEFAULT

SECTION 6.01.  Events of Default defined . . . . . . . .    77
SECTION 6.02.  Payment of Notes on default; suit therefor   78
SECTION 6.03.  Application of moneys collected by Trustee   80
SECTION 6.04.  Limitation on suits by holders of Notes .    80
SECTION 6.05.  Proceedings by Trustee; remedies 
                cumulative and continuing; delay or
                omission not waiver of default. . . . .   81
SECTION 6.06.  Rights of holders of majority in 
                principal amount of Notes to direct 
                Trustee and to waive defaults . . . . .   81
SECTION 6.07.  Trustee to give notice of defaults 
                known to it, but may withhold in 
                certain circumstances . . . . . . . . .   82
SECTION 6.08.  Requirement of an undertaking to pay 
                costs in certain suits under 
                the Indenture or against the Trustee. .   82
SECTION 6.09.  Waiver of stay or extension laws. . . . .    82

                          ARTICLE SEVEN

                      CONCERNING THE TRUSTEE

SECTION 7.01.  Duties and responsibilities of Trustee. .    83
SECTION 7.02.  Reliance on documents, opinions, etc. . .    84
SECTION 7.03.  No responsibility for recitals, etc.  . .    85
SECTION 7.04.  Trustee, paying agent or Note registrar 
                may own Notes . . . . . . . . . . . . .   85
SECTION 7.05.  Moneys received by Trustee to be held in 
                trust without interest. . . . . . . . .   85
SECTION 7.06.  Compensation and expenses of Trustee. . .    85

                                iv

<PAGE>

<PAGE>

                                                           Page
                                                           ----
SECTION 7.07.  Right of Trustee to rely on Officers' 
                Certificate where no other evidence
                specifically prescribed . . . . . . . .   85
SECTION 7.08.  Conflicting interest of Trustee . . . . .    86
SECTION 7.09.  Requirements for eligibility of Trustee .    90
SECTION 7.10.  Resignation or removal of Trustee . . . .    91
SECTION 7.11.  Acceptance by successor to Trustee; 
              notice of succession of a Trustee . . . .   92
SECTION 7.12.  Successor to Trustee by merger, 
                consolidation or succession to 
                business; notice by Trustee of 
                change in its location. . . . . . . . .   92
SECTION 7.13.  Limitations on rights of Trustee as a 
                creditor. . . . . . . . . . . . . . . .   93

                          ARTICLE EIGHT

                    CONCERNING THE NOTEHOLDERS

SECTION 8.01.  Evidence of action by noteholders . . . .    96
SECTION 8.02.  Proof of execution of instruments and 
                of holding of Notes . . . . . . . . . .   96
SECTION 8.03.  Who may be deemed owners of Notes . . . .    96
SECTION 8.04.  Notes owned by Company or controlled by 
                controlling persons disregarded
                for certain purposes. . . . . . . . . .    97
SECTION 8.05.  Record date for action by noteholders . .     97
SECTION 8.06.  Instruments executed by noteholders 
                bind future holders . . . . . . . . . .    97

                           ARTICLE NINE

                      NOTEHOLDERS' MEETINGS

SECTION 9.01.  Purposes for which meetings may be 
                called. . . . . . . . . . . . . . . . .    98
SECTION 9.02.  Manner of calling meetings; record date .     98
SECTION 9.03.  Call of meeting by Company or 
                noteholders . . . . . . . . . . . . . .    99
SECTION 9.04.  Who may attend and vote at meetings . . .     99
SECTION 9.05.  Regulations . . . . . . . . . . . . . . .     99
SECTION 9.06.  Manner of voting at meetings and 
                record to be kept . . . . . . . . . . .   100
SECTION 9.07.  Exercise of rights of Trustee and 
                noteholders not to be hindered 
                or delayed. . . . . . . . . . . . . . .   100

                           ARTICLE TEN

                     SUPPLEMENTAL INDENTURES

SECTION 10.01.  Purposes for which supplemental 
                 indentures may be entered into 
                 without consent of noteholders . . . .   100
SECTION 10.02.  Modification of Indenture with consent 
                 of holders of a majority 
                 in principal amount of Notes . . . . .   101
SECTION 10.03.  Effect of supplemental indentures. . . .    102
SECTION 10.04.  Notes may bear notation of changes by 
                 supplemental indentures. . . . . . . .   102
SECTION 10.05.  Officers' Certificate and Opinion of 
                 Counsel. . . . . . . . . . . . . . . .   102


                                V

<PAGE>

<PAGE>

                          ARTICLE ELEVEN

                  CONSOLIDATION, MERGER AND SALE

                                                         Page
                                                         ----

SECTION 11.01.  Company may consolidate, etc., on 
                 certain terms. . . . . . . . . . . . .   103
SECTION 11.02.  Successor corporation to be 
                 substituted. . . . . . . . . . . . . .   104
SECTION 11.03.  Opinion of Counsel . . . . . . . . . . .    104

                          ARTICLE TWELVE

             SATISFACTION AND DISCHARGE OF INDENTURE;
                         UNCLAIMED MONEYS

SECTION 12.01.  Satisfaction and discharge of Indenture.    104
SECTION 12.02.  Application by Trustee of funds 
                 deposited for payment of Notes. . . . .  105
SECTION 12.03.  Repayment of moneys held by paying agent.   105
SECTION 12.04.  Repayment of moneys held by Trustee . . .   105
SECTION 12.05.  Reinstatement . . . . . . . . . . . . . .   106

                         ARTICLE THIRTEEN

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                          AND DIRECTORS

SECTION 13.01.  Incorporators, stockholders, officers and 
                 directors of Company exempt from 
                 individual liability. . . . . . . . . .  106

                         ARTICLE FOURTEEN

                     MISCELLANEOUS PROVISIONS

SECTION 14.01.  Successors and assigns of Company bound 
                 by Indenture. . . . . . . . . . . . . .  107
SECTION 14.02.  Acts of board, committee or officer of 
                 successor corporation valid . . . . . .  107
SECTION 14.03.  Required notices or demands may be 
                 served by mail; waiver. . . . . . . . .  107
SECTION 14.04.  Indenture and Notes to be construed in 
                 accordance with the laws of the State 
                 of New York . . . . . . . . . . . . . .  108
SECTION 14.05.  Evidence of compliance with conditions 
                 precedent . . . . . . . . . . . . . . .  108
SECTION 14.06.  Payments due on Saturdays, Sundays and 
                 holidays. . . . . . . . . . . . . . . .  108
SECTION 14.07.  Provisions required by Trust Indenture 
                 Act of 1939 to control. . . . . . . . .  109
SECTION 14.08.  Provisions of the Indenture and Notes 
                 for the sole benefit of the parties 
                 and the noteholders . . . . . . . . . .  109
SECTION 14.09.  Severability. . . . . . . . . . . . . . .   109
SECTION 14.10.  Indenture may be executed in counterparts; 
                 acceptance by Trustee . . . . . . . . .  109
SECTION 14.11.  Article and Section headings. . . . . . .   109
SECTION 14.12.  No Adverse Interpretation of Other 
                 Instruments . . . . . . . . . . . . . .  109


                                vi

<PAGE>

<PAGE>
                         ARTICLE FIFTEEN

                        GUARANTEE OF NOTES

                                                          Page
                                                          ----

SECTION 15.01.  Guarantee . . . . . . . . . . . . . . . .   109
SECTION 15.02.  Guarantee senior in respect of 
                 Subordinated Notes. . . . . . . . . . .  110
SECTION 15.03.  Subsidiary Guarantors may consolidate, 
                 etc., on certain terms. . . . . . . . .  110
SECTION 15.04.  Application of certain terms and 
                 provisions to the Subsidiary 
                 Guarantors. . . . . . . . . . . . . . .  111
SECTION 15.05.  Release of Guarantee. . . . . . . . . . .   112

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . .


EXHIBIT A-1   REGULATION S NOTE PROVISIONS

EXHIBIT A-2   FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION
               OF TRANSFER FROM REGULATION S GLOBAL NOTE

SCHEDULE A -  SCHEDULE OF LIENS SECURING INDEBTEDNESS IN EXCESS
              OF $5,000,000

SCHEDULE B -  REAL PROPERTY CONSTITUTING PERMITTED COLLATERAL

SCHEDULE C -  CERTAIN INDEBTEDNESS IN EXCESS OF $10,000,000

                               vii

<PAGE>

<PAGE>

    THIS INDENTURE, dated as of the 23rd day of October, 1996,
among KAISER ALUMINUM & CHEMICAL CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware
(hereinafter referred to as the "Company"), as Issuer, KAISER
ALUMINA AUSTRALIA CORPORATION, KAISER FINANCE CORPORATION, ALPART
JAMAICA INC., KAISER JAMAICA CORPORATION, KAISER MICROMILL
HOLDINGS, LLC, KAISER SIERRA MICROMILLS, LLC, KAISER TEXAS
MICROMILL HOLDINGS, LLC and KAISER TEXAS SIERRA MICROMILLS, LLC,
as Subsidiary Guarantors, and FIRST TRUST NATIONAL ASSOCIATION,
a national banking association (hereinafter referred to as the
"Trustee"), as Trustee.

                       W I T N E S S E T H:
                       - - - - - - - - - - 

    WHEREAS, the Company has duly authorized an issue of its 
10-7/8% Senior Notes due 2006 (hereinafter referred to as the
"Initial Notes"), for an aggregate principal amount of up to one
hundred seventy five million dollars ($175,000,000), to be issued
as registered Initial Notes without coupons, to be authenticated
by the certificate of the Trustee, to be payable on October 15,
2006, and to be redeemable and purchasable as hereinafter
provided; and the Company has duly authorized an issue of its
Series B 10-7/8% Senior Notes due 2006 to be issued in exchange
for the Initial Notes pursuant to the Registration Rights
Agreement (hereinafter referred to as the "Exchange Notes" and
together with the Initial Notes, the "Notes"); and, to provide
the terms and conditions upon which the Notes are to be
authenticated, issued and delivered, the Company has duly
authorized the execution and delivery of this Indenture;

    WHEREAS, the payment of the principal of, premium, if any,
Change of Control Purchase Price, Asset Sale Purchase Price and
interest on, the Notes is hereby expressly designated, and the
monetary obligations of the Company under the Notes shall
hereafter constitute for all purposes, Senior Indebtedness of the
Company under the terms of the 12-3/4% Note Indenture (as
hereinafter defined);

    WHEREAS, the Guarantee (as hereinafter defined) of each
Subsidiary Guarantor in respect of the Notes is hereby expressly
designated, and the monetary obligations of such Subsidiary
Guarantor under the Notes shall hereafter constitute for all
purposes Senior Indebtedness of such Subsidiary Guarantor under
the terms of the 12-3/4% Note Indenture, to the extent that such
Subsidiary Guarantor is a guarantor under the 12-3/4% Note
Indenture;

    WHEREAS, the Company has duly delivered written notice to
the trustee under the 12-3/4% Note Indenture designating the
Notes and each Guarantee as Senior Indebtedness thereunder;

    WHEREAS, the Notes and the Trustee's certificate of
authentication to be borne by the Notes are to be substantially
in the following forms, respectively:
<PAGE>

<PAGE>
                      [FORM OF FACE OF NOTE]

No.                                        [Principal Amount]
Issue Date:                                CUSIP 

              KAISER ALUMINUM & CHEMICAL CORPORATION

             10-7/8% [SERIES B] SENIOR NOTE DUE 2006


    KAISER ALUMINUM & CHEMICAL CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware
(herein referred to as the "Company"), for value received, hereby
promises to pay to                     , or registered assigns, 
                   --------------------
the principal sum of                      DOLLARS on October 15, 
                     ---------------------
2006, at the office or agency of the Company in the Borough of
Manhattan, the City of New York, State of New York, in such coin
or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private
debts, and to pay to the registered holder hereof, as hereinafter
provided, interest on said principal sum at the rate per annum
specified in the title of this Note, in like coin or currency,
semiannually on April 15 and October 15 in each year.  Interest
shall accrue from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid or
duly provided for, from October 23, 1996; provided, that, in the
case of authentication between the record date for any interest
payment date and such interest payment date, this Note shall be
dated the date of its authentication but shall bear interest from
such interest payment date, subject to certain exceptions.  The
interest so payable on any April 15 or October 15 will, subject
to certain exceptions provided in the Indenture hereinafter
referred to, be paid to the person in whose name this Note is
registered at the close of business on the April 1 or October 1,
as the case may be, next preceding such April 15 or October 15
whether or not such April 1 or October 1 is a Business Day. 
Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.  Payment of interest shall be made at the
office or agency of the Company maintained for such purpose
within the City and State of New York or, at the option of the
Company, by check mailed by first-class mail to the address of
the person entitled thereto at such address as shall appear on
the registry books of the Company; provided that all payments
with respect to this Note, if the holder of this Note has given
wire transfer instructions (which instructions must be received
by the Company at least 5 Business Days prior to the relevant
date of payment) to the Company, will be required to be made by
wire transfer of immediately available funds to the account
specified by the holder of this Note; provided, that such
payments (other than interest payments) may be conditioned upon
surrender of this Note.

    As provided in the Indenture, this Note 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 such State.

    Reference is made to the further provisions of this Note set
forth on the reverse hereof.  Such further provisions shall for
all purposes have the same effect as though fully set forth at
this place.

    This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Trustee under the Indenture referred to on the
reverse hereof.

                                2


<PAGE>

<PAGE>

    IN WITNESS WHEREOF, KAISER ALUMINUM & CHEMICAL CORPORATION
has caused this instrument to be duly executed under its
corporate seal.


Dated

                                KAISER ALUMINUM & CHEMICAL
                                  CORPORATION


 
                                By: 
                                   ------------------------
                                   Name:
                                   Title:

[Corporate Seal]

Attest:



- -------------------
   Secretary

                                3

<PAGE>

<PAGE>

        [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

    This is one of the Notes described in the within-mentioned
Indenture.




                              FIRST TRUST NATIONAL ASSOCIATION
                                                    as Trustee


                               By:
                                  ---------------------------
                                  Authorized Signatory


                    [FORM OF REVERSE OF NOTE]

              KAISER ALUMINUM & CHEMICAL CORPORATION

             10-7/8% [SERIES B] SENIOR NOTE DUE 2006


    This Note is one of a duly authorized issue of Notes of the
Company known as its 10-7/8% Senior Notes due 2006 (herein
referred to as the "Notes"), limited to an aggregate principal
amount of one hundred seventy five million dollars
($175,000,000), all issued or to be issued under and pursuant to
an indenture, dated as of October 23, 1996 (herein referred to as
the "Indenture"), duly executed and delivered between the
Company, the Subsidiary Guarantors (as defined in the Indenture)
and First Trust National Association, as trustee (herein referred
to as the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company, the
Subsidiary Guarantors and the holders of the Notes.  All terms
used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

    In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal amount of
this Note plus any accrued and unpaid interest to the date of
acceleration may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.  The
Indenture provides that in certain events such declaration and
its consequences may be waived by the holders of a majority of
the aggregate principal amount of the Notes then outstanding or
outstanding on the record date, if any, fixed therefor in
accordance with the provisions of the Indenture.  It is also
provided in the Indenture that the holders of a majority of the
aggregate principal amount of the Notes at the time or on any
such record date outstanding may on behalf of the holders of all
of the Notes waive, prior to such declaration, any past default
under the Indenture and its consequences, except a default in the
payment of the principal of, premium, if any, Change of Control
Purchase Price, Asset Sale Purchase Price or interest on any of
the Notes or a default in respect of a covenant or provision in
the Indenture which under Article Ten of the Indenture cannot be
modified or amended without the consent of the holder of each
outstanding Note.

    Payment of the Notes is guaranteed on a senior basis by
Kaiser Alumina Australia Corporation, Alpart Jamaica Inc., Kaiser
Finance Corporation, Kaiser Jamaica Corporation, Kaiser Micromill

                                4

<PAGE>

<PAGE>

Holdings, LLC, Kaiser Sierra Micromills, LLC, Kaiser Texas
Micromill Holdings, LLC and Kaiser Texas Sierra Micromills, LLC
and, under certain circumstances set forth in the Indenture, may
be guaranteed by certain other Subsidiaries and Non-Affiliate
Joint Ventures of the Company.  Under certain circumstances set
forth in the Indenture, each of the Subsidiary Guarantors may be
released from their respective obligations under the Indenture
and the Notes.

    The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority of the aggregate principal amount of the Notes then
outstanding or outstanding on the record date, if any, fixed
therefor in accordance with the provisions of the Indenture,
evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of
the holders of the Notes; provided, however, that, as provided in
Section 10.02 of the Indenture, without the consent of each
holder of an outstanding Note affected, no such supplemental
indenture shall, inter alia, (i) extend the stated maturity of 
                 ----- -----
any Note, reduce the interest rate, extend the time or alter the
manner of payment of interest thereon, or reduce the principal
amount thereof, or alter the timing of or reduce any premium
payable upon the redemption thereof, or reduce the amount payable
thereon in the event of acceleration or the amount thereof
payable in bankruptcy, or (ii) reduce the aforesaid percentage of
aggregate principal amount of Notes, the consent of the holders
of which is required for any such supplemental indenture.

    Any such consent or waiver by the registered holder of this
Note (unless effectively revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all
future holders of this Note and of any Note issued in exchange or
substitution herefor, irrespective of whether or not any notation
of such consent or waiver is made upon this Note or such other
Note.

    No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, Change of Control
Purchase Price, Asset Sale Purchase Price and interest on this
Note at the place, at the respective times, at the rate and in
the currency herein prescribed.

    The Notes are issuable as fully registered Notes without
coupons in denominations of $1,000 and any integral multiple of
$1,000.  At the office or agency to be maintained by the Company
referred to on the face hereof, and in the manner and subject to
the limitations provided in the Indenture, Notes may be exchanged
for a like aggregate principal amount of Notes in other
authorized denominations, without payment of any charge other
than a sum sufficient to reimburse the Company for any tax or
other governmental charge incident thereto.  Principal of,
premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price and interest on this Note are payable at the
office or agency of the Company referred to on the face hereof,
except that, at the option of the Company, payment of interest
hereon may be made by check mailed by first-class mail to the
address of the person entitled thereto at such address as shall
appear on the registry books of the Company; provided that all
payments with respect to this Note, if the holder of this Note
has given wire transfer instructions (which instructions must be
received by the Company at least 5 Business Days prior to the
relevant date of payment) to the Company, will be required to be
made by wire transfer of immediately available funds to the
accounts specified by the holder of this Note; provided, that
such payments (other than interest payments) may be conditioned
upon surrender of this Note.

    The Notes are subject to redemption on or after October 15,
2001, at the option of the Company, in whole or in part on any
date prior to maturity, upon mailing by first-class mail a notice
of such 

                                5

<PAGE>

<PAGE>

redemption not less than 15 nor more than 60 days prior to the
date fixed for redemption to the holders of Notes to be redeemed
in whole or in part at their addresses as they shall appear upon
the registry books of the Company, all as provided in the
Indenture.  Any such notice which is mailed in the manner
hereinabove provided shall be conclusively presumed to have been
duly given, whether or not the holder receives the notice.

    The table below shows the redemption prices (expressed as a
percentage of principal amount) on the dates shown below.  If
redeemed during the 12-month period beginning October 15, the
redemption price shall be:

                                                 Redemption
          Year                                     Price   
          ----                                    ----------

         2001. . . . . . . . . . . . . . . . . . 105.437%
         2002. . . . . . . . . . . . . . . . . . 103.625%
         2003. . . . . . . . . . . . . . . . . . 101.813%
         2004 and thereafter . . . . . . . . . . 100.00%


in each case together with accrued and unpaid interest to (but
not including) the date fixed for redemption.

    Subject to the terms and conditions of the Indenture, if any
Change of Control (as defined in the Indenture) occurs on or
prior to maturity, the Company shall offer to purchase from each
holder all or any part of the holder's Notes for which a Change
of Control Purchase Notice shall have been delivered as provided
in the Indenture and not withdrawn, on the date that is 30
Business Days after the occurrence of such Change of Control (the
"Change of Control Purchase Date"), for a Change of Control
Purchase Price equal to 101% of the principal amount thereof plus
accrued and unpaid interest to (but not including) the Change of
Control Purchase Date, which Change of Control Purchase Price
shall be paid in cash.

    Holders have the right to withdraw any Change of Control
Purchase Notice by delivering to the Trustee a written notice of
withdrawal in accordance with the provisions of the Indenture.

    If cash sufficient to pay the Change of Control Purchase
Price of all Notes or portions thereof to be purchased on the
Change of Control Purchase Date is deposited with the Trustee as
of the Change of Control Purchase Date, interest shall cease to
accrue (whether or not this Note is delivered to the Trustee or
any other office or agency maintained for such purpose) on such
Notes (or portions thereof) on and after the Change of Control
Purchase Date, and the holders thereof shall have no other rights
as such (other than the right to receive the Change of Control
Purchase Price, upon surrender of such Notes).

    Subject to the terms and conditions of the Indenture, the
Company shall apply the Net Cash Proceeds (as defined in the
Indenture) of Asset Sales (as defined in the Indenture), under
certain circumstances described in the Indenture, to (x) the
prepayment of Indebtedness (as defined in the Indenture) in
respect of or under the Credit Agreement (as defined in the
Indenture) and the Specified Pari Passu Indebtedness (as defined
in the Indenture) unless the holders thereof elect not to receive
such 

                                6

<PAGE>

<PAGE>

prepayment and (y) an offer to purchase (an "Asset Sale Offer")
the then outstanding Notes, on any Business Day occurring no
later than 175 days after the receipt by the Company (or any of
its Subsidiaries, if applicable) of such Net Cash Proceeds, at a
price equal to 100% of the principal amount thereof together with
accrued and unpaid interest, if any, to but not including the
Asset Sale Purchase Date (as defined in the Indenture).  Such
Asset Sale Offer with respect to the Notes shall be in an
aggregate principal amount (the "Asset Sale Offer Amount") equal
to the Net Cash Proceeds (rounded down to the nearest $1,000)
from the Asset Sales to which the Asset Sale Offer relates
multiplied by a fraction, the numerator of which is the principal
amount of the Notes outstanding (determined as of the close of
business on the day immediately preceding the date notice of such
Asset Sale Offer is mailed) and the denominator of which is the
principal amount of the Notes outstanding plus the aggregate
principal amount of Indebtedness under the Credit Agreement and
the Specified Pari Passu Indebtedness outstanding (determined as
of the close of business on the day immediately preceding the
date notice of such Asset Sale Offer is mailed).  If (x) no
Indebtedness is outstanding in respect of or under the Credit
Agreement or the Specified Pari Passu Indebtedness or (y) the
holders of such Indebtedness entitled to receive payment elect
not to receive the payments provided for in the previous
sentence, or (z) the application of such Net Cash Proceeds
results in the complete prepayment of such Indebtedness, then in
each case any remaining portion of such Net Cash Proceeds will be
required to be applied to an Asset Sale Offer to purchase the
Notes.

    Upon surrender of this Note, the transfer of this Note is
registrable by the registered holder hereof in person or by his
attorney duly authorized in writing on the registry books of the
Company at the office or agency to be maintained by the Company
referred to on the face hereof, subject to the terms of the
Indenture but without payment of any charge other than a sum
sufficient to reimburse the Company for any tax or other
governmental charge incident thereto.  Upon any such registration
of transfer, a new Note or Notes of authorized denomination or
denominations, for the same aggregate principal amount, will be
issued to the transferee in exchange herefor.

    Prior to due presentation for registration of transfer, the
Company, the Trustee, any paying agent and any Note registrar may
deem and treat the person in whose name this Note shall be
registered upon the registry books of the Company as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of or on account of
the principal hereof, premium, if any, Change of Control Purchase
Price, Asset Sale Purchase Price and interest due hereon and for
all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Note registrar shall be affected by any
notice to the contrary.  All such payments shall be valid and
effectual to satisfy and discharge the liability on this Note to
the extent of the sum or sums so paid.

    No recourse shall be had for the payment of the principal
of, premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto,
against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly
waived and released.

                                7

<PAGE>

<PAGE>

                         ASSIGNMENT FORM

           To assign this Note, fill in the form below:
                                 
            I or we assign and transfer this Note to:

                       -------------------
                                         
                       -------------------

                     (Insert assignee's soc. 
                      sec. or tax I.D. no.)

- ---------------------------------------------------------------

- ---------------------------------------------------------------

- ---------------------------------------------------------------

- ---------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint

- ---------------------------------------------------------------

- -------------------------------------------------------- agent
to transfer this Note on the books of the Company.  The agent may
substitute another to act for him. 


Date:                        Your Signature:
         --------------------               -------------------

 ...................................         -------------------

       (Sign exactly as your name(s) appear(s) on the Note)

Signature Guarantee:
                     ---------------------------
                     (bank, trust company or member firm
                    of the New York Stock Exchange)

                                8


<PAGE>

<PAGE>

                OPTION OF HOLDER TO ELECT PURCHASE


Upon an offer by the Company to purchase all or any part of this
Note pursuant to Section 3.05 or 4.14 of the Indenture, please
check the appropriate box below if you wish to elect to have all
or any part of this Note so purchased.

                          Section 3.05
                                      ---

                          Section 4.14
                                      ---

    If you wish to have only part of this Note purchased by the
Company pursuant to Section 3.05 or Section 4.14 of the
Indenture, state the principal amount you elect to have
purchased:

                      $
                       -------------------


Date:                   Signature:
      ------------------            -------------------------

                                    -------------------------


(Sign exactly as your name(s) appear(s) on the face of this Note)


Signature Guarantee:
                      --------------------------------
                      (bank, trust company or member firm
                      of the New York Stock Exchange)

                                9


<PAGE>

<PAGE>

         [In connection with any transfer of this Note occurring
prior to the date which is the earlier of (i) the date of the
declaration by the SEC of the effectiveness of a registration
statement under the Securities Act of 1933, as amended (the
"Securities Act of 1933"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the
date of the transfer) and (ii) the third anniversary of the Issue
Date (or such shorter period permitted under Rule 144(k) under
the Securities Act of 1933) (or a successor clause)), the
undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the
transfer:

                           [Check One]
                            ---------

(1)      to the Company; or
     ---

(2)      pursuant to and in compliance with Rule 144A under the
     --- 
         Securities Act of 1933, as amended; or

(3)      to an institutional "accredited investor" (as defined
     --- 
         in Rule 501(a)(1), (2), (3) or (7) under the Securities
         Act of 1933); or

(4)      outside the United States to a "Non-U.S. person" in
     --- 
         compliance with Rule 904 of Regulation S under the 
         Securities Act of 1933; or

(5)      pursuant to an effective registration statement under 
     ---
         the Securities Act of 1933; or

(6)      pursuant to another available exemption from the 
     ---
         registration requirements of the Securities Act of          1933.

Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the
name of any person other than the registered Holder thereof,
provided, that if box (3), (4) or (6) is checked, the Company or 
- --------
the Trustee may require, prior to registering any such transfer
of the Notes, in its sole discretion, such written legal
opinions, certifications (including an investment letter in the
case of box (3) or (4)), and other information as the  Trustee,
Note registrar or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act of 1933.

If none of the foregoing boxes are checked, the Trustee or Note
registrar shall not be obligated to register this Note in the
name of any person other than the Holder hereof unless and until
the conditions to any such transfer of registration set forth
herein and in Section 2.05 of the Indenture shall have been
satisfied.

Dated:                           Signed: 
      --------------------------         ----------------------
                                         (Sign exactly as name
                                          appears on the other 
                                          side of this Security)


Signature Guarantee:
                    -------------------------------------------

       TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

                                10

<PAGE>
          The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with
respect to which it exercises sole investment discretion and that
it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933,
as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Date:
     ------------------------     -----------------------------
                                  NOTICE:
                                  To be executed by an executive
                                  officer1





- ----------------

     1 Only to be included on Notes constituting Restricted
       Securities.

                                11


<PAGE>

<PAGE>

    AND WHEREAS, all acts and things necessary to make the
Notes, when executed by the Company and authenticated and
delivered by the Trustee as in this Indenture provided, the
valid, binding and legal obligations of the Company, and to
constitute these presents a valid indenture and agreement
according to its terms, have been done and performed, and the
execution and delivery of this Indenture and the issuance
hereunder of the Notes have in all respects been duly authorized,
and the Company and the Subsidiary Guarantors, in the exercise of
the legal right and power vested in them, execute and deliver
this Indenture and the Company proposes to make, execute, issue
and deliver the Notes;

    THEREFORE, in consideration of the premises and of the
purchase and acceptance of the Notes by the holders thereof, the
Company, each Subsidiary Guarantor and the Trustee each covenants
and agrees, for the equal and proportionate benefit of the
respective holders from time to time of the Notes, as follows:


                           ARTICLE ONE

                           DEFINITIONS

    SECTION 1.01.  Certain terms defined.  The terms defined in 
                    ----------------------
this Section 1.01 (except as herein otherwise expressly provided
or unless the context otherwise requires), for all purposes of
this Indenture and of any indenture supplemental hereto, shall
have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939 (as defined herein) or which are by
reference therein defined in the Securities Act of 1933 (as
defined herein) (except as herein otherwise expressly provided or
unless the context otherwise requires) shall have the meanings
assigned to such terms in said Trust Indenture Act and in said
Securities Act of 1933 as they were in force at the date of the
execution and delivery of this Indenture.

    9-7/8% Notes:  The term "9-7/8% Notes" shall mean the 
     ------------
Company's 9-7/8% Senior Notes due 2002, as amended from time to
time, issued pursuant to the 9-7/8% Note Indenture.

    9-7/8% Note Indenture:  The term "9-7/8% Note Indenture" 
     ---------------------
shall mean the indenture, dated as of February 17, 1994, among
the Company, as issuer, the parties named therein (including in
any amendment or supplement thereto) as subsidiary guarantors,
and First Trust National Association, a national banking
association, as trustee, as heretofore or hereafter amended or
supplemented from time to time in accordance with the terms
thereof.

    12-3/4% Notes:  The term "12-3/4% Notes" shall mean the 
     -------------
Company's 12-3/4% Senior Subordinated Notes due 2003, as amended
from time to time, issued pursuant to the 12-3/4% Note Indenture.

    12-3/4% Note Indenture:  The term "12-3/4% Note Indenture" 
     ----------------------
shall mean the Indenture, dated as of February 1, 1993, among the
Company, as issuer, the parties named therein (including in any
amendment or supplement thereto) as subsidiary guarantors, and
State Street Bank and Trust Company, a Massachusetts trust
company, as successor to The First National Bank of Boston, as
trustee, as heretofore or hereafter amended or supplemented from
time to time in accordance with the terms thereof.

    14-1/4% Senior Subordinated Notes:  The term "14-1/4% Senior 
     ---------------------------------
Subordinated Notes" shall mean the Company's 14-1/4% Senior
Subordinated Notes Due 1995, as amended, which were retired in
1993 and are no longer outstanding as of the date of this
Indenture.

                                12

<PAGE>

<PAGE>


    14-1/4% Senior Subordinated Note Indenture:  The term "14-
     -------------------------------------------
1/4% Senior Subordinated Note Indenture" shall mean the 14-1/4%
Senior Subordinated Note Indenture, dated as of December 21,
1989, among the Company, as issuer, the parties named therein as
and, if applicable, thereafter becoming, subsidiary guarantors,
and The Bank of New York, a New York banking corporation, as
trustee, as amended or supplemented from time to time in
accordance with the terms thereof.

    Affiliate:  The term "Affiliate" shall mean any other Person 
     ---------
directly or indirectly controlling or controlled by or under
direct or indirect common control with a specified Person;
provided, however, that the term Affiliate shall not (other than
for purposes of Section 3.07) include the Company, any Subsidiary
of the Company, any Unrestricted Subsidiary of the Company or any
Non-Affiliate Joint Venture of the Company so long as no
Affiliate of the Company has any direct or indirect interest
therein, except through the Company, its Subsidiaries, its
Unrestricted Subsidiaries and/or its Non-Affiliate Joint
Ventures.  For the purpose of this definition, control when used
with respect to any specified Person means the possession of the
power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms controlling
and controlled have meanings correlative to the foregoing.  The
fact that an Affiliate of a Person is a partner of a law firm
that renders services to such Person or its Affiliates does not
(other than for purposes of Section 3.07) mean that the law firm
is an Affiliate of such Person.

    Agent Member:  The term "Agent Member" shall have the 
     ------------
meaning set forth in Section 2.10 hereof.

    AJI:  The term "AJI" shall mean Alpart Jamaica Inc., a 
     ---
Delaware corporation, and its successors.

    Alpart:  The term "Alpart" shall mean Alumina Partners of 
     ------
Jamaica, a Delaware general partnership, and its successors.

    Asset Sale:  The term "Asset Sale" shall mean any sale, 
     ----------
transfer or other disposition (including, without limitation,
dispositions pursuant to a merger, consolidation or sale and
leaseback transaction) of any assets (other than cash or Cash
Equivalents) on or after the date of the initial issuance of the
Notes by the Company or any of its Subsidiaries to any Person
other than the Company, any of its Subsidiaries or any
Non-Affiliate Joint Venture; provided, however, that solely for
the purposes of the definition of Consolidated Cash Flow
Available for Fixed Charges, the term Asset Sale shall exclude
dispositions pursuant to a sale and leaseback transaction if the
lease under such sale and leaseback transaction is required to be
classified and accounted for as a Capitalized Lease Obligation;
and provided, further, that the term Asset Sale shall not include
a Refinancing Sale and Leaseback Transaction; and provided,
further, that the following sales, transfers or other
dispositions of assets shall not be an "Asset Sale" hereunder:

         (A)  in the ordinary course of business of the Company
    and its Subsidiaries, which may include sales, transfers or
    other dispositions to Unrestricted Subsidiaries;

         (B)  in a single transaction or group of related
    transactions, the gross proceeds of which (exclusive of
    indemnities) do not exceed $10,000,000 (such proceeds, to
    the extent non-cash, to be determined in good faith by the
    Board of Directors of the Company);

         (C)  resulting from the creation, incurrence or
    assumption of (but not any foreclosure with respect to) any
    Lien not prohibited by Section 4.11;

                                13

<PAGE>

<PAGE>


         (D)  in connection with any consolidation or merger of
    the Company or any Subsidiary Guarantor or sale of all or
    substantially all of the property of the Company or any
    Subsidiary Guarantor in compliance with the provisions of
    Article Eleven, Section 15.03(a) or Section 15.03(b)(i)
    hereof, as the case may be;

         (E)  by a Subsidiary to its stockholders not prohibited
    by this Indenture;

         (F)   which are Restricted Investments, Restricted
    Payments or Unrestricted Subsidiary Investments permitted by
    Section 4.09; or

         (G)  which consist of extensions, modifications,
    renewals or exchanges of Restricted Investments pursuant to
    clause (b) of the definition thereof, so long as neither the
    Company nor any of its Subsidiaries receives any cash
    proceeds as a result of such transaction.

    Attributable Debt:  The term "Attributable Debt" shall mean, 
     -----------------
with respect to a Refinancing Sale and Leaseback Transaction, as
of the date of consummation of such transaction, the greater of
(a) the Fair Market Value of the property subject to such
Refinancing Sale and Leaseback Transaction and (b) the present
value (discounted at the interest rate borne by the Notes,
compounded semi-annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease
included in such Refinancing Sale and Leaseback Transaction
(including any period for which such lease has been extended).

    Bank:  The term "Bank" shall mean any of the financial 
     ----
institutions that are, or from time to time become, lenders under
the Credit Agreement.

    Bank Agent:  The term "Bank Agent" shall mean BankAmerica 
     ----------
Business Credit, Inc., as agent under the Credit Agreement, and
any successor agent appointed under the Credit Agreement or any
agent under any agreement or agreements pursuant to which
Indebtedness under the Credit Agreement has been Refinanced (or
successively Refinanced) and as to whom the Company has notified
the Trustee and the noteholders pursuant to the terms of this
Indenture.

    Bank Guarantors:  The term "Bank Guarantors" shall mean each 
     ---------------
of the following Persons, as long as such Person guarantees any
Indebtedness under the Credit Agreement: Akron Holding Company,
an Ohio corporation, Kaiser Aluminum & Chemical Investment, Inc.,
a Delaware corporation, Kaiser Aluminum Properties, Inc., a
Delaware corporation, Kaiser Aluminum Technical Services, Inc., a
California corporation, Oxnard Forge Die Company, Inc., a
California corporation, Kaiser Aluminium International, Inc., a
Delaware corporation, KAC, KFC, each of their respective
successors, each Subsidiary Guarantor and each Non-Recourse
Guarantor so long as such Non-Recourse Guarantor does not
constitute a Subsidiary Guarantor and would not be required to
become a Subsidiary Guarantor hereunder.

    Board of Directors:  The term "Board of Directors," when 
     ------------------
used with reference to the Company, shall mean the Board of
Directors of the Company, or the executive committee of the Board
of Directors of the Company, or any other duly authorized
committee of the Board of Directors of the Company.

    Board Resolution:  The term "Board Resolution" shall mean, 
     ----------------
with respect to any Person, a copy of a resolution certified by
the Secretary or an Assistant Secretary of such Person to have
been duly 

                                14

<PAGE>

<PAGE>

adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and
delivered to the Trustee.

    Business Day:  The term "Business Day" shall mean a day 
     ------------
other than a Saturday, a Sunday or a day in The City of New York,
New York, Houston, Texas or San Francisco, California on which
banking institutions are authorized or obligated by law,
regulation or executive order to be closed.

    Capital Stock:  The term "Capital Stock" shall mean, with 
     -------------
respect to any Person, any and all shares, interests,
participations or other equivalents (however designated) of
capital stock, partnership interests or other undivided ownership
interests in such Person, and warrants, options and similar
rights (other than debt securities convertible into capital
stock) to acquire such capital stock, partnership interests or
other undivided ownership interests in such Person.

    Capitalized Lease Obligations:  The term "Capitalized Lease 
     -----------------------------
Obligations" shall mean, with respect to any Person, the
obligations of such Person to pay rent or other amounts under any
lease of (or other agreement conveying the right to use) real or
personal property, which obligations are required to be
classified and accounted for as a capital lease obligation on a
balance sheet of such Person under GAAP and, for purposes of this
Indenture, the amount of such obligations at any date shall be
the amount of the liability thereof at such date, determined in
accordance with GAAP.

    CARIFA Financing:  The term "CARIFA Financing" shall mean 
     ----------------
the $60,000,000 CBI Industrial Revenue Bonds, Caribbean Basin
Projects Financing Authority CBI Industrial Revenue Bonds 1991
Series A and Series B (Alumina Partners of Jamaica Project)
issued pursuant to that certain Bond Purchase Agreement dated as
of December 1, 1991, among the Caribbean Basin Projects Financing
Authority, Alumina Partners of Jamaica and PaineWebber
Incorporated of Puerto Rico, any Refinancings thereof, and any
letters of credit supporting such bonds or any Refinancings
thereof.

    Cash Equivalents:  The term "Cash Equivalents" shall mean, 
     ----------------
with respect to any Person:

    (A)  Government Securities having maturities of not more
than one year from the date of acquisition,

    (B)  certificates of deposit of any commercial bank
incorporated under the laws of the United States, or any state,
territory or commonwealth thereof, of recognized standing having
capital and unimpaired surplus in excess of $100,000,000 and
whose short-term commercial paper rating at the time of
acquisition is at least A-2 or the equivalent by Standard &
Poor's Corporation or at least P-2 or the equivalent by Moody's
Investors Services, Inc. (any such bank, an "Approved Bank"),
which certificates of deposit have maturities of not more than
one year from the date of acquisition,

    (C)  repurchase obligations with a term of not more than
31 days for underlying securities of the types described in
clauses (A) , (B) and (D) of this definition entered into with
any Approved Bank,

    (D)  commercial paper or finance company paper issued by
any Person incorporated under the laws of the United States, or
any state thereof, and rated at least A-2 or the equivalent by
Standard & Poor's Corporation or at least P-2 or the equivalent
by Moody's Investors Services, Inc., and in each case maturing
not more than one year from the date of acquisition, and

                                15

<PAGE>

<PAGE>


    (E)  investments in money market funds that are
registered under the Investment Company Act of 1940, which have
net assets of at least $100,000,000 and at least 85% of whose
assets consist of investments or other obligations of the type
described in clauses (A) through (D) above.

    Center for Technology:  The term "Center for Technology" 
     ---------------------
shall mean the Company's facilities located in Pleasanton,
California.

    Certificated Notes:  The term "Certificated Notes" shall 
     ------------------
have the meaning set forth in Section 2.02 hereof.

    Commission:  The term "Commission" shall mean the United 
     ----------
States Securities and Exchange Commission.

    Common Stock:  The term "Common Stock" shall mean the 
     ------------
Company's common stock, par value $.01 per share, as it exists on
the date of this Indenture.

    Company:  The term "Company" shall mean Kaiser Aluminum & 
     -------
Chemical Corporation, a Delaware corporation, and, subject to the
provisions of Article Eleven, shall also include its successors
and assigns.

    Consolidated Amortization Expense:  The term "Consolidated 
     ---------------------------------
Amortization Expense" shall mean, with respect to any Person for
any period, the amortization expense (including without
limitation goodwill, deferred financing charges and other
intangible items) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with
GAAP.

    Consolidated Cash Flow Available for Fixed Charges:  The 
     --------------------------------------------------
term "Consolidated Cash Flow Available for Fixed Charges" shall
mean (without duplication), with respect to any Person for any
period, the sum of the amounts for such period of
(i) Consolidated Net Income, (ii) Consolidated Fixed Charges,
(iii) Consolidated Income Tax Expense (other than income taxes
(including credits) with respect to items of Net Income not
included in the definition of Consolidated Net Income),
(iv) Consolidated Depreciation Expense, (v) Consolidated
Amortization Expense and (vi) any other non-cash items reducing
Consolidated Net Income, minus any non-cash items increasing
Consolidated Net Income, all as determined on a consolidated
basis for such Person and its Subsidiaries in accordance with
GAAP; provided, however, that (x) if, during such period, such
Person or any of its Subsidiaries shall have engaged in any Asset
Sale, Consolidated Cash Flow Available for Fixed Charges of such
Person and its Subsidiaries for such period shall be reduced by
an amount equal to the Consolidated Cash Flow Available for Fixed
Charges (if positive) directly attributable to the assets that
are the subject of such Asset Sale for such period, or increased
by an amount equal to the Consolidated Cash Flow Available for
Fixed Charges (if negative) directly attributable to the assets
that are the subject of such Asset Sale for such period and
(y) if, during such period, such Person or any of its
Subsidiaries shall have acquired any material assets out of the
ordinary course of business, Consolidated Cash Flow Available for
Fixed Charges shall be calculated on a pro forma basis as if such
asset acquisition and related financing had occurred at the
beginning of such period.

    Consolidated Depreciation Expense:  The term "Consolidated 
     ---------------------------------
Depreciation Expense" shall mean, with respect to any Person for
any period, the depreciation and depletion expense (including
without limitation the amortization expense associated with
Capitalized Lease Obligations) of such Person and its
Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

                                16

<PAGE>

<PAGE>

    Consolidated Fixed Charge Coverage Ratio:  The term 
     ----------------------------------------
"Consolidated Fixed Charge Coverage Ratio" shall mean, with
respect to any Person as of the date of the transactions giving
rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio (the "Transaction Date"), the ratio of (i) the
aggregate amount of Consolidated Cash Flow Available for Fixed
Charges of such Person for the four fiscal quarters immediately
prior to the Transaction Date for which financial information in
respect thereof is available to (ii) the aggregate Consolidated
Fixed Charges of such Person for the fiscal quarter in which the
Transaction Date occurs and the three fiscal quarters immediately
subsequent to such fiscal quarter to be accrued during such
period (based upon the pro forma amount of Indebtedness to be
outstanding on the Transaction Date), assuming for the purposes
of this measurement that the interest rates on which floating
interest rate obligations of such Person are based equal such
rates in effect on the Transaction Date; provided, however, that
if the Company or any of its Subsidiaries has incurred Interest
Hedging Obligations which would have the effect of changing the
interest rate on any Indebtedness for such four quarter period
(or any portion thereof), the resulting rate shall be used for
such four quarter period or portion thereof; and provided,
further, that any Consolidated Fixed Charges with respect to
Indebtedness incurred or for which such Person otherwise becomes
liable during the fiscal quarter in which the Transaction Date
occurs shall be calculated as if such Indebtedness was so
incurred on the first day of the fiscal quarter in which the
Transaction Date occurs.

    Consolidated Fixed Charges:  The term "Consolidated Fixed 
     --------------------------
Charges" shall mean (without duplication), with respect to any
Person for any period, the sum of:

         (i)  the interest expense of such Person and its
    Subsidiaries for such period, determined on a consolidated
    basis in accordance with GAAP (less, to the extent included
    therein, the portion of the interest expense required to be
    funded or economically borne by the Company's minority
    partners in the Company's joint ventures);

         (ii)  all fees, commissions, discounts and other charges
    of such Person and its Subsidiaries for such period,
    determined on a consolidated basis in accordance with GAAP,
    with respect to letters of credit and bankers' acceptances
    and the costs (net of benefits) associated with Interest
    Hedging Obligations;

         (iii)  the aggregate amount of dividends paid or other
    similar distributions made by such Person and its
    Subsidiaries during such period with respect to preferred
    stock (including preference stock) of such Person or its
    Subsidiaries determined on a consolidated basis in
    accordance with GAAP; and

         (iv)  amortization or write-off of debt discount in
    connection with any Indebtedness of such Person and its
    Subsidiaries, determined on a consolidated basis in
    accordance with GAAP (excluding, to the extent otherwise
    included, the amortization or write-off of any deferred
    financing costs in connection with the amendment or
    refinancing of the Credit Agreement and the predecessor
    credit agreement).

    Consolidated Income Tax Expense:  The term "Consolidated 
     -------------------------------
Income Tax Expense" shall mean (without duplication), with
respect to any Person for any period, the aggregate of the income
tax expense (net of applicable credits) of such Person and its
Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP.

                                17

<PAGE>

<PAGE>

    Consolidated Net Income:  The term "Consolidated Net Income" 
     -----------------------
shall mean, with respect to any Person for any period, the
aggregate of the Net Income of such Person and its Subsidiaries
for such period taken as a single accounting period, all as
determined on a consolidated basis in accordance with GAAP,
excluding (in each case to the extent otherwise included):

         (i)  extraordinary gains but not extraordinary losses
    and excluding gains from extinguishment of debt;

         (ii)  the Net Income of any Person that is not a
    Subsidiary of such Person or that is accounted for on the
    equity method of accounting, except to the extent of the
    amount of dividends or other distributions (other than
    dividends or distributions of Capital Stock) actually paid
    to such Person or any of its Subsidiaries by such other
    Person during such period;

         (iii)  except to the extent included by clause (ii), the
    Net Income of any Person accrued prior to the date it
    becomes a Subsidiary of such Person or is merged into or
    consolidated with such Person or any of its Subsidiaries or
    that Person's assets are acquired by such Person or any of
    its Subsidiaries;

         (iv)  the Net Income of any Subsidiary of such Person
    during such period (A) to the extent that the declaration or
    payment of dividends or similar distributions by such
    Subsidiary of such Net Income is not at the time permitted
    by operation of the terms of its charter or any agreement,
    instrument, judgment, decree, order, statute, rule or
    governmental regulation applicable to that Subsidiary or
    (B) in the case of a foreign Subsidiary or a Subsidiary with
    significant foreign source income, to the extent such Net
    Income has not been distributed to such Person and such
    distribution would result in a material tax liability not
    otherwise deducted from the calculation of Consolidated Net
    Income whether or not such deduction is required by GAAP;

         (v)  net after tax gains from Asset Sales (but not
    excluding the net after tax losses from Asset Sales);

         (vi)  interest income arising from the Existing
    Intercompany Note, except to the extent such interest income
    is actually received by the Company in cash; and

         (vii)  the Net Income of any Unrestricted Subsidiary,
    whether or not paid or distributed to the Company or one of
    its Subsidiaries;

provided, however, that (1) in determining Consolidated Net
Income with respect to the Company there shall be disregarded
(a) any charge with respect to premiums paid in excess of the
principal amount in connection with the repurchase, defeasance or
redemption of the 14-1/4% Senior Subordinated Notes and (b) the
amortization or write-off of any unamortized deferred financing
costs and debt discount (other than original issue discount with
respect to Indebtedness Incurred after the date hereof) in
connection with the amendment or refinancing of the Credit
Agreement and the predecessor credit agreement and/or the
repurchase, defeasance or redemption of the 14-1/4% Senior
Subordinated Notes and (2) the Net Income of each of the
Specified Parties otherwise included in the Consolidated Net
Income of the Company shall not be subject to any of the
limitations contained in clauses (ii) and (iv)(B) of this
definition so long as the Company's cash management and
intercompany practices with respect to such entity, as the case
may be, for such period are consistent with past practice.

                                18

<PAGE>

<PAGE>

    Consolidated Net Worth:  The term "Consolidated Net Worth" 
     ----------------------
shall mean, with respect to any Person as of any date, the total
stockholders' equity of such Person as of such date, less, to the
extent otherwise included, amounts attributable to Redeemable
Stock and, in the case of the Company, the amount attributable to
the Existing Intercompany Note, in each case determined on a
consolidated basis in accordance with GAAP; provided, however,
that in determining Consolidated Net Worth with respect to the
Company there shall be disregarded (i) any charge with respect to
premiums paid in excess of the principal amount in connection
with the repurchase, defeasance or redemption of the 14-1/4%
Senior Subordinated Notes and (ii) the amortization or write-off
of any unamortized deferred financing costs or debt discount
(other than original issue discount with respect to Indebtedness
Incurred after the date hereof) in connection with the amendment
or refinancing of the Credit Agreement and the predecessor credit
agreement and/or the repurchase, defeasance or redemption of the
14-1/4% Senior Subordinated Notes.

    Credit Agreement:  The term "Credit Agreement" shall mean 
     ----------------
that certain Credit Agreement, dated as of February 15, 1994,
among the Company, KAC, the financial institutions that are, or
from time to time become, parties thereto, and BankAmerica
Business Credit, Inc., as agent, including all related notes,
collateral documents and guarantees, and any agreement (including
all related notes, collateral documents and guarantees) pursuant
to which Indebtedness thereunder has been Refinanced (or
successively Refinanced), in each case as any of the same has
been or may be amended, supplemented, restated, restructured or
otherwise modified from time to time (in each case, in whole or
in part).

    Currency Hedging Obligation:  The term "Currency Hedging 
     ---------------------------
Obligation" with respect to any Person shall mean the monetary
obligations of such Person pursuant to any foreign exchange
contract, currency swap agreement, option or futures contract,
forward contract or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries
against fluctuations in currency values.

    Defaulting Equity Owner:  The term "Defaulting Equity Owner" 
     -----------------------
shall mean, with respect to any Permitted Entity, any Equity
Owner who causes an Equity Owner Default.

    Depository:  The term "Depository" shall mean The Depository 
     ----------
Trust Company, New York, New York.

    Equity Owner:  The term "Equity Owner" shall mean, with 
     ------------
respect to any Permitted Entity, any holder of an Ownership
Interest in such Permitted Entity.

    Equity Owner Default:  The term "Equity Owner Default" shall 
     --------------------
mean, with respect to any issuance of Permitted Entity Securities
to the Equity Owners of a Permitted Entity, the failure by one or
more of such Equity Owners to acquire such Permitted Entity
Securities in an amount corresponding to at least its Ownership
Interest of such Permitted Entity and, as a result thereof, such
Equity Owner becomes subject to, directly or indirectly, a
dilution of its interest in the future net income of such
Permitted Entity and/or a penalty pursuant to the terms of the
governing documents of such Permitted Entity.

    Event of Default:  The term "Event of Default" shall mean 
     ----------------
any event specified in Section 6.01, continued for the period of
time, if any, and after the giving of notice, if any, therein
designated.

                                19

<PAGE>

<PAGE>

    Exchange Act:  The term "Exchange Act" shall mean the 
     ------------
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Securities and Exchange Commission
thereunder.

    Exchange Notes:  The term "Exchange Notes" shall have the 
     --------------
meaning provided in the first paragraph of the recitals hereof.

    Existing Intercompany Note:  The term "Existing Intercompany 
     --------------------------
Note" shall mean the Non-Negotiable Intercompany Note, dated
December 21, 1989, issued by KAC to the Company in an initial
principal amount of $818,585,280, as such Non-Negotiable
Intercompany Note has been or may be amended.

    Fair Market Value:  The term "Fair Market Value" shall mean, 
     -----------------
with respect to any property other than cash, the fair market
value of such property as determined in good faith by the Board
of Directors of the Company, whose determination shall be
evidenced by a Board Resolution; provided, however, that, in the
event the Company makes a payment in the form of or otherwise
transfers property other than cash to, or receives property other
than cash from, an Affiliate in an amount in excess of
$10,000,000, or in the event that the Company makes a payment in
the form of or otherwise transfers property other than cash or
Cash Equivalents to, or receives property other than cash or Cash
Equivalents from, an Unrestricted Subsidiary in an amount in
excess of $10,000,000, (which amount shall be calculated
excluding the fair market value of any Principal Products within
the scope of the proviso at the end of this definition) the
Company, in addition, shall have received an opinion from an
independent investment banking firm of national standing selected
by the Company to the effect that the Board of Directors'
determination of fair market value is fair; provided that, with
respect to any determination of Fair Market Value of property in
connection with an Unrestricted Subsidiary Investment or the
designation of an Unrestricted Subsidiary, such opinion shall not
be required, to the extent that such property consists of
Principal Products (which Principal Products are used by such
Unrestricted Subsidiary in its operations in the ordinary course
of business).

    GAAP:  The term "GAAP" shall mean generally accepted 
     ----
accounting principles as in effect on December 31, 1992, and used
in the preparation of the Company's consolidated balance sheet at
such date and the Company's statements of consolidated income and
cash flows for the year then ended, but in any event (i) giving
effect to, but excluding the effect of any one-time charge
related to the implementation of, Statement of Financial
Accounting Standards No.  106 (Employers' Accounting for
Postretirement Benefits Other Than Pensions) and (ii) giving
effect to Statement of Financial Accounting Standards No.  109
(Accounting for Income Taxes).

    Global Note: The term "Global Note" shall have the meaning 
     -----------
provided in Section 2.02.

    Government Securities:  The term "Government Securities" 
     ---------------------
shall mean direct obligations of, or obligations guaranteed by,
the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States of
America is pledged.

    Guarantee:  The term "Guarantee" shall mean, with respect to 
     ---------
any Subsidiary Guarantor, the guarantee of such Subsidiary
Guarantor set forth in Article Fifteen.

                                20

<PAGE>

<PAGE>

    Improvements:  The term "Improvements" shall mean any 
     ------------
accessories, accessions, additions, attachments, substitutions,
replacements, improvements, parts and other property now or
hereafter affixed to any U.S. Fixed Assets or used in connection
therewith.

    Indebtedness:  The term "Indebtedness" shall mean, with 
     ------------
respect to any Person at any date, any of the following (without
duplication):

         (a)  the principal amount of all obligations
    (unconditional or contingent) of such Person for borrowed
    money (whether or not recourse is to the whole of the assets
    of such person or only to a portion thereof) and the
    principal amount of all obligations (unconditional or
    contingent) of such Person evidenced by debentures, notes or
    other similar instruments (including, without limitation,
    reimbursement obligations with respect to letters of credit
    and bankers' acceptances);

         (b)  all obligations of such Person to pay the deferred
    purchase price of property or services, except (x) accounts
    payable and other current liabilities arising in the
    ordinary course of business and (y) compensation, pension
    obligations and other obligations arising from employee
    benefits and employee arrangements;

         (c)  Capitalized Lease Obligations of such Person;

         (d)  all Indebtedness of others secured by a Lien on any
    asset of such Person, whether or not such Indebtedness is
    assumed or guaranteed by such Person;

         (e)  preferred stock (including preference stock) that
    is Redeemable Stock (the amount of the Indebtedness in
    respect of such preferred stock to be equal to the aggregate
    liquidation value thereof);

         (f)  all Indebtedness of others guaranteed by such
    Person;

         (g)  pension obligations and other similar obligations
    arising from employee benefits, to the extent unfunded and
    assumed by such Person after the date of the initial
    issuance of the Notes in the acquisition, by such Person, of
    the assets or Capital Stock of another Person ("Assumed
    Pension Obligations"); and

         (h)  all obligations under Refinancing Sale and
    Leaseback Transactions;

and the amounts thereof shall be the outstanding balance of any
such unconditional obligations as described in clauses (a)
through (f) (other than clause (d)), and the maximum liability of
any such contingent obligations at such date (other than with
respect to clause (d)) and, in the case of clause (d), the lesser
of the fair market value at such date of any asset subject to any
Lien securing the Indebtedness of others and the amount of the
Indebtedness secured and, in the case of clause (g), the amount
of Assumed Pension Obligations shall be the amount determined by
the Company in good faith as evidenced by a certificate of the
Chief Financial Officer of the Company delivered to the Trustee
and, in the case of clause (h), the Attributable Debt with
respect to such Refinancing Sale and Leaseback Transactions;
provided, however, that Indebtedness shall not include:

         (A)  the obligations of such Person and/or any of its
    Subsidiaries to purchase or sell goods, services or
    technology utilized in their bauxite, aluminum and alumina
    business and related 

                                21

<PAGE>

<PAGE>

    extensions thereof, including on a take-or-pay basis,
    pursuant to agreements entered into in the ordinary course
    of business consistent with past practice or to fund or
    guarantee the obligations of National Refractories &
    Minerals Corporation or any of its Affiliates in an
    aggregate principal amount at any time outstanding not
    exceeding $7,500,000;

         (B)  obligations of such Person arising from the
    honoring by a bank or other financial institution of a
    check, draft or similar instrument inadvertently (except in
    the case of daylight overdrafts) drawn against insufficient
    funds in the ordinary course of business, provided that such
    obligations are extinguished within two Business Days of
    their incurrence (or, in the case of foreign overdrafts,
    within five Business Days of their incurrence) unless
    covered by an overdraft credit line;

         (C)  obligations of such Person resulting from the
    endorsement of negotiable instruments for collection in the
    ordinary course of business;

         (D)  Indebtedness consisting of letters of credit to the
    extent collateralized by cash or Cash Equivalents; and

         (E)  Liens on assets of KAAC granted to secure
    Indebtedness of QAL, provided that such Liens are (i) in
    existence on the date of this Indenture, (ii) similar in all
    material respects to Liens in existence on the date of this
    Indenture or (iii) not on assets consisting of cash, Cash
    Equivalents or fixed assets and such assets are used or to
    be used in connection with the business of QAL.

    Indenture:  The term "Indenture" shall mean this instrument 
     ---------
as originally executed, or, if amended or supplemented as herein
provided, as so amended or supplemented.

    Initial Notes:  The term "Initial Notes" shall have the 
     -------------
meaning provided in the first paragraph of the recitals hereof.

    Institutional Accredited Investor:  The term "Institutional 
     ---------------------------------
Accredited Investor" shall mean an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933.

    Interest:  The term "interest" shall mean, with respect to 
     --------
the Notes, interest payable on the Notes at the rate set forth
therein, plus any additional interest payable by the Company and
the Subsidiary Guarantors in respect of the Notes pursuant to the
Registration Rights Agreement.

    Interest Hedging Obligation:  The term "Interest Hedging 
     ---------------------------
Obligation" with respect to any Person shall mean the monetary
obligations of such Person pursuant to any interest rate swap
agreement, interest rate collar agreement, interest rate cap
agreement, options or futures contract, forward contract or other
agreement or arrangement designed to protect such Person or any
of its Subsidiaries against fluctuations in interest rates.

    Issue Date:  The term "Issue Date" shall mean the date of 
     ----------
first issuance of the Notes under this Indenture, October 23,
1996.

                                22

<PAGE>

<PAGE>

    KAAC:  The term "KAAC" shall mean Kaiser Alumina Australia 
     ----
Corporation, a Delaware corporation, and its successors.

    KAC:  The term "KAC" shall mean Kaiser Aluminum Corporation, 
     ---
a Delaware corporation, and its successors.

    KFC:  The term "KFC" shall mean Kaiser Finance Corporation, 
     ---
a Delaware corporation, and its successors.

    KJC:  The term "KJC" shall mean Kaiser Jamaica Corporation, 
     ---
a Delaware corporation, and its successors.

    Lien:  The term "Lien" shall mean, with respect to any asset 
     ----
of any Person, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under
applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

    Maximum Secured Amount:  The term "Maximum Secured Amount" 
     ----------------------
shall mean, at any time (i) $400,000,000, plus (ii) Net
Betterments at such time, plus (iii) the outstanding amount of
Indebtedness relating to the CARIFA Financing, secured by a Lien
on Permitted Collateral, but in no event more than $43,000,000,
minus (iv) in the event of a sale of Permitted Collateral which
is subject to a Lien permitted by clause (i) of Section 4.11(b)
of this Indenture, the amount, if any, of the net proceeds
thereof required to be applied to a permanent repayment or
commitment reduction in respect of the Indebtedness secured by
such Lien, minus (v), in the event of the Refinancing of any
Indebtedness secured by a Lien permitted by clause (i) of Section
4.11(b) hereof, the lesser of (A) the amount of Indebtedness, if
any, not secured by Permitted Collateral which Refinances, in
whole or in part, such Indebtedness secured by a Lien permitted
by clause (i) of Section 4.11(b) of this Indenture and (B) the
amount, if any, by which the Maximum Secured Amount immediately
prior to such Refinancing, in whole or in part, of such
Indebtedness secured by a Lien permitted by clause (i) of Section
4.11(b) of this Indenture exceeds the aggregate amount of
Indebtedness which is secured by a Lien on Permitted Collateral
permitted by clause (i) or clause (viii)(a) of Section 4.11(b) of
this Indenture after giving effect to such Refinancing.

    MAXXAM:  The term "MAXXAM" shall mean MAXXAM Inc., a 
     ------
Delaware corporation, and its successors.

    Merger:  The term "Merger" shall mean the merger of a 
     ------
subsidiary of MAXXAM with and into KAC on October 28, 1988.

    Net Betterments:  The term "Net Betterments" shall mean the 
     ---------------
amount, if any, by which capital expenditures (determined in
accordance with GAAP) by the Company or any of its Subsidiaries
in respect of the Permitted Collateral on a cumulative basis for
the period from the date hereof, through the date of
determination exceeds depreciation (determined in accordance with
GAAP) in respect of the Permitted Collateral on a cumulative
basis for such period (provided, however, that with respect to
any Permitted Collateral existing at the time of the Merger, the
depreciation shall be the historical depreciation before
adjustments to reflect the acquisition of the Company in the
Merger), but in no event less than zero, provided, that in the
event any Permitted Collateral ceases to constitute Permitted
Collateral in accordance with the definition thereof, only the
amount of Net Betterments in respect of such Permitted Collateral
at such time shall be included in any subsequent calculation of
Net Betterments and provided, further, 

                                23


<PAGE>

that (a) Improvements which are subject to a Lien permitted by
clause (iv), (v) or (vi) of Section 4.11(b) hereof and
(b) U.S. Fixed Assets to the extent subject to a Lien permitted
by clause (ix) of Section 4.11(b) hereof shall not be included in
the determination of Net Betterments.

    Net Cash Proceeds:  The term "Net Cash Proceeds" shall mean 
     -----------------
cash payments received (but if received in a currency other than
United States dollars, such payments shall not be deemed received
until the earliest time at which such currency is, or could
freely be, converted into United States dollars) by or on behalf
of the Company and/or any of its Subsidiaries (including any cash
payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise or the
cash realization of any non-cash proceeds of any Asset Sale, but,
in each case, only as and when, and to the extent, received) from
an Asset Sale, in each case and without duplication, net of:

         (i)  all legal, title and recording tax expenses,
    commissions, consulting fees, investment banking, broker's
    and accounting fees and expenses and fees and expenses
    incurred in obtaining regulatory approvals in connection
    with such Asset Sale;

         (ii)  the amounts of (A) any repayments of debt secured,
    directly or indirectly, by Liens on the assets which are the
    subject of such Asset Sale or (B) any repayments of debt
    associated with such assets which is due by reason of such
    Asset Sale (i.e., such disposition is permitted by the terms
    of the instruments evidencing or applicable to such debt, or
    by the terms of a consent granted thereunder, on the
    condition that the proceeds (or portion thereof) of such
    disposition be applied to such debt), provided, that this
    clause (B) shall not apply with respect to any U.S. Fixed
    Assets which do not constitute Permitted Collateral and, in
    the case of clauses (A) and (B), other fees, expenses and
    other expenditures, in each case, reasonably incurred as a
    consequence of such repayment of debt (whether or not such
    fees, expenses or expenditures are then due and payable or
    made, as the case may be);

         (iii)  all amounts deemed appropriate by the Company (as
    evidenced by a signed certificate of the Chief Financial
    Officer of the Company delivered to the Trustee) to be
    provided as a reserve, in accordance with GAAP ("GAAP
    Reserves"), against any liabilities associated with such
    assets which are the subject of such Asset Sale;

         (iv)   all foreign, federal, state and local taxes
    payable (including taxes reasonably estimated to be payable)
    in connection with or as a result of such Asset Sale; and

         (v)  with respect to Asset Sales by Subsidiaries of the
    Company, the portion of such cash payments attributable to
    Persons holding a minority interest in such Subsidiary;

provided, in each such case, that such fees and expenses and
other amounts are not payable to an Affiliate or an Unrestricted
Subsidiary of the Company (except for amounts payable pursuant to
the Tax Sharing Agreements), and provided, further, that required
redemptions of existing preferred stock (including preference
stock) of the Company outstanding on the date hereof or issued
pursuant to collective bargaining arrangements and related
employee benefit arrangements in effect on the date hereof, in
each case, from Persons other than Affiliates or Unrestricted
Subsidiaries of the Company, shall be deemed to be a fee, expense
or other expenditure of such Asset Sale.  Notwithstanding the
foregoing, Net Cash Proceeds shall not include proceeds received
in a foreign jurisdiction from an Asset Sale of an asset located
outside the United States to the extent (i) such proceeds cannot
under applicable law be transferred to the United States or
(ii) such transfer would result (in the good faith determination
of the Board of 

                                24

<PAGE>

<PAGE>

Directors of the Company set forth in a Board Resolution) in a
foreign tax liability that would be materially greater than if
such Asset Sale occurred in the United States; provided that if,
as, and to the extent that any of such proceeds may lawfully be
(in the case of clause (i)) or are (in the case of clause (ii))
transferred to the United States, such proceeds shall be deemed
to be cash payments that are subject to the terms of this
definition of Net Cash Proceeds.  Subject to the provisions of
the next preceding sentence, Net Cash Proceeds shall also include
(i) cash distributions actually received by or on behalf of the
Company or any of its Subsidiaries from any Non-Affiliate Joint
Venture or Unrestricted Subsidiary of the Company representing
the proceeds of a transaction by such Non-Affiliate Joint Venture
or Unrestricted Subsidiary of the Company that would constitute
an Asset Sale if such Non-Affiliate Joint Venture or Unrestricted
Subsidiary were a Subsidiary of the Company and (ii) the amount
of any reversal of GAAP Reserves (but only as and when, and to
the extent, reversed) which amount is otherwise a deduction from
Net Cash Proceeds.

    Net Income:  The term "Net Income" shall mean, with respect 
     ----------
to any Person for any period, the net income (loss) of such
Person for such period determined in accordance with GAAP.

    Non-Affiliate Joint Venture:  The term "Non-Affiliate Joint 
     ---------------------------
Venture" shall mean any joint venture, partnership or other
Person (other than the Company, a Subsidiary of the Company or an
Unrestricted Subsidiary of the Company) in which the Company
and/or its Subsidiaries have an ownership interest equal to or
greater than 5% and in which no Affiliate of the Company has a
direct or an indirect ownership interest other than by virtue of
the direct or indirect ownership interest in such Non-Affiliate
Joint Venture held (in the aggregate) by the Company and/or one
or more of its Subsidiaries, provided that such Non-Affiliate
Joint Venture is engaged in one or more of the lines of business
in which the Company or its Subsidiaries or its Non-Affiliate
Joint Ventures are engaged in as of the date of this Indenture or
reasonably related extensions of such lines.

    Non-Defaulting Equity Owner:  The term "Non-Defaulting 
     ---------------------------
Equity Owner" shall mean, with respect to any Permitted Entity,
any Equity Owner that is not a Defaulting Equity Owner.

    Non-Recourse Guarantor:  The term "Non-Recourse Guarantor" 
     ----------------------
shall mean a Subsidiary of the Company that guarantees any
Indebtedness under the Credit Agreement, provided that such
guarantee is non-recourse to the assets of such Subsidiary other
than to intercompany Indebtedness owed, or from time to time
owing, by the Company to such Subsidiary, and all monetary
proceeds therefrom.

    Non-U.S. Person:  The term "Non-U.S. Person" shall mean a 
     ---------------
person who is not a "U.S. person", as defined in Regulation S.

    Note or Notes:  The terms "Note" or "Notes" shall mean the 
     -------------
Initial Notes and the Exchange Notes.

    Noteholder; registered holder:  The terms "noteholder," 
     -----------------------------
"holder of Notes," "registered holder" or other similar term
shall mean any person who shall at the time be the registered
holder of any Note or Notes on the registry books of the Company
kept for that purpose in accordance with the provisions of this
Indenture.

    Offering Memorandum:  The term "Offering Memorandum" shall 
     -------------------
mean that certain offering memorandum dated October 17, 1996,
relating to the offering by the Company of the Notes.

                                25

<PAGE>

<PAGE>

    Officers' Certificate:  The term "Officers' Certificate" 
     ---------------------
shall mean a certificate of the Company signed on behalf of the
Company by the Chairman of the Board, the President or any Vice
President and by the Chief Financial Officer, the Controller, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company.  Each such certificate shall include
the statements provided for in Section 14.05 if and to the extent
required by the provisions thereof.

    Opinion of Counsel:  The term "Opinion of Counsel" shall 
     ------------------
mean an opinion in writing signed by legal counsel, who may be an
employee of, or of counsel to, the Company and who shall be
reasonably satisfactory to the Trustee.  Each such opinion shall
include the statements provided for in Section 14.05 if and to
the extent required by the provisions thereof.

    Outstanding:  The term "outstanding," when used with 
     -----------
reference to Notes, shall, subject to the provisions of Section
8.04, mean, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except

    (a)  Notes theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

    (b)  Notes, or portions thereof, for which the payment
of principal, interest, any redemption price, any Change of
Control Purchase Price or any Asset Sale Purchase Price in the
necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent), provided that
such Notes shall have reached their stated maturity or, if such
Notes are to be or may be redeemed or purchased prior to the
maturity thereof, notice of such redemption or purchase shall
have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such
notice; and

    (c)  Notes in lieu of or in substitution for which other
Notes shall have been authenticated and delivered pursuant to the
terms of Section 2.07, unless proof satisfactory to the Trustee
is presented that any such Notes are held by bona fide holders in
due course.

    Ownership Interest:  The term "Ownership Interest" shall 
     ------------------
mean, with respect to any Equity Owner of a Permitted Entity at
the time of the determination thereof, the proportion held at
such time by such Equity Owner of the outstanding Permitted
Entity Securities of such Permitted Entity that are last entitled
to payment upon liquidation or dissolution as provided in the
governing instruments of such Permitted Entity or pursuant to an
agreement among the Equity Owners of such Permitted Entity.

    Permitted Collateral:  The term "Permitted Collateral" shall 
     --------------------
mean real property (as set forth in Schedule B hereto), plant and
equipment of the Company or any of its Subsidiaries located in
the United States of America which, as of the date of issuance of
the Notes, secures Indebtedness under the Credit Agreement
(whether or not the Liens on such real property, plant or
equipment are perfected at such time), together with any
Improvements thereto or thereon, any real property that is
contiguous to or structurally related to such real property (the
"Contiguous Property"), and any real property, plant or
equipment, whether owned on the date of the issuance of the Notes
or thereafter acquired, located or used at any time after the
date of issuance of the Notes at a facility (other than the
Company's Gramercy alumina refinery and Nevada micromill) owned,
leased, occupied or used by the Company or any of its
Subsidiaries as of the date of issuance of the Notes or on any
Contiguous Property, and any proceeds thereof; provided, that
notwithstanding anything to the contrary contained in this
Indenture, any Permitted Collateral which is released from all
Liens thereon securing Indebtedness and which does not become

                                26

<PAGE>

<PAGE>

subject to a new Lien within 60 days of such release securing
Indebtedness which Refinances any of the Indebtedness (in whole
or in part) previously secured by such Permitted Collateral shall
not thereafter constitute "Permitted Collateral" under this
Indenture.

    Permitted Dividend Encumbrance:  The term "Permitted 
     ------------------------------
Dividend Encumbrance" shall mean, with respect to any Person, any
consensual encumbrances or restrictions on the ability of such
Person to pay dividends or make any other distributions on its
Capital Stock or pay any Indebtedness owed to the Company or any
Subsidiaries of the Company (or, in the case of a Permitted
Entity, to its Equity Owners) or to make loans or advances or
transfer any of its assets to the Company or any Subsidiary of
the Company (or, in the case of a Permitted Entity, to its Equity
Owners) existing under or by reason of any of:

         (i)  this Indenture;

         (ii)  Indebtedness permitted under Section 4.10(b)(ii);

         (iii)  Indebtedness or other obligations in existence on
    the date of this Indenture and customary rights of first
    refusal with respect to the Company's and its Subsidiaries'
    interests in their respective Subsidiaries, Unrestricted
    Subsidiaries, Non-Affiliate Joint Ventures and Permitted
    Entities;

         (iv)  applicable law and agreements with foreign
    governments with respect to assets located in their
    jurisdictions;

         (v)(A)  customary provisions restricting (i) the
    subletting or assignment of any lease or (ii) the transfer
    of copyrighted or patented materials, (B) provisions in
    agreements that restrict the assignment of such agreements
    or rights thereunder or (C) provisions of a customary nature
    contained in the terms of Capital Stock restricting the
    payment of dividends and the making of distributions on
    Capital Stock;

         (vi)  Indebtedness or other obligations of any other
    Person acquired (whether pursuant to a purchase of stock or
    assets) (including any Non-Affiliate Joint Venture of the
    Company or Permitted Entity that becomes a Subsidiary of the
    Company) or applicable to any assets at the time such Person
    or assets were acquired by the Company, its Subsidiaries or
    a Permitted Entity, in each case which Indebtedness and
    obligations (A) were not created in anticipation of such
    acquired Person becoming a Subsidiary of the Company or a
    Permitted Entity, as the case may be, or such assets being
    acquired by the Company, its Subsidiaries or such Permitted
    Entity, as the case may be, and (B) which encumbrances and
    restrictions are not applicable to any Person or the
    property or assets of any Person other than the Person or
    the property or assets of the Person so acquired (including
    the Capital Stock of such Person) or any newly organized
    entity formed to effect such acquisition and, in each case,
    the monetary proceeds thereof;

         (vii)  encumbrances and restrictions with respect to
    such Person imposed in connection with an agreement for the
    sale or disposition of such Person or its assets;

         (viii)  encumbrances and restrictions applicable only to
    (A) Alpart and its assets and Capital Stock with respect to

                                27

<PAGE>
    Indebtedness permitted to be Incurred by Alpart pursuant to
    Section 4.10(a), (B) Alpart, KJC and AJI and their
    respective assets and Capital Stock with respect to
    Indebtedness permitted to be Incurred pursuant to Section
    4.10(b)(iii), (C) KAAC and its assets and Capital Stock with
    respect to Indebtedness permitted to be Incurred pursuant to
    Section 4.10(b)(iv) and (D) the Person or Persons that
    Incurred such Indebtedness and the Person or Persons that
    Incurred such Refinancing Indebtedness and, in each case,
    such Persons' assets and Capital Stock with respect to
    Indebtedness and Refinancing Indebtedness permitted to be
    Incurred pursuant to Section 4.10(b)(viii); in each case
    provided, that the Board of Directors of the Company has
    determined in good faith that such encumbrances and
    restrictions would not singly or in the aggregate have a
    materially adverse effect on the holders of the Notes;

         (ix)  Indebtedness of a Person that was a Subsidiary at
    the time of Incurrence and the Incurrence of which
    Indebtedness is permitted by Section 4.10, provided that
    such encumbrances and restrictions apply only to such
    Subsidiary and its assets, and provided, further, that the
    Board of Directors of the Company has determined in good
    faith, at the time of creation of each such encumbrance or
    restriction, that such encumbrances and restrictions would
    not singly or in the aggregate have a materially adverse
    effect on the holders of the Notes;

         (x)  the subordination of (A) any Indebtedness owed by
    the Company or any of its Subsidiaries to the Company or any
    other Subsidiary to (B) any other Indebtedness of the
    Company or any of its Subsidiaries, provided (A) such other
    Indebtedness is permitted under this Indenture and (B) the
    Board of Directors of the Company has determined in good
    faith, at the time of creation of each such encumbrance or
    restriction, that such encumbrances and restrictions would
    not singly or in the aggregate have a materially adverse
    effect on the holders of the Notes;

         (xi)  the subordination of (A) any Indebtedness owed by
    a Permitted Entity to its Equity Owners or any other Person
    to (B) any other Indebtedness of such Permitted Entity,
    provided (I) such other Indebtedness, at the time of the
    Incurrence thereof, is permitted by the definition of
    Permitted Entity and (II) the Board of Directors of the
    Company has determined in good faith, at the time of
    creation of each such encumbrance or restriction, that such
    encumbrances and restrictions would not singly or in the
    aggregate have a materially adverse effect on the holders of
    the Notes;

         (xii)  Refinancing Indebtedness that is otherwise
    permitted in connection with any Refinanced Indebtedness,
    provided that, in the case of all Refinancing Indebtedness
    other than Refinancing Indebtedness Incurred with respect to
    Indebtedness permitted under Section 4.10(b)(ii), any such
    encumbrances or restrictions shall not be materially less
    favorable to the holders of the Notes; and

         (xiii)  the sale or other disposition of property
    subject to a Lien securing Indebtedness, provided that such
    Lien and such Indebtedness are otherwise permitted by this
    Indenture.

    Permitted Entity:  The term "Permitted Entity" shall mean 
     ----------------
any Person (other than a Subsidiary Guarantor) designated as such
by a Board Resolution and as to which (i) the Company, any
Subsidiary Guarantor or any Permitted Entity owns all or a
portion of the Permitted Entity Securities of such Person;
(ii) no more than 10 unaffiliated Equity Owners own of record any
Permitted Entity Securities of such Person; (iii) at all times,
each Equity Owner owns a proportion of each class of Permitted
Entity Securities of such Person outstanding equal to such Equity
Owner's Ownership Interest at such time, other than as a result
of an Equity Owner Default; (iv) no Indebtedness or preferred
stock (including preference stock) is or has been Incurred by
such Person that is outstanding other than (x) Permitted 

                                28

<PAGE>

<PAGE>

Entity Securities held by Equity Owners and/or (y) if such Person
is a Subsidiary of the Company, Indebtedness permitted to be
Incurred by such Subsidiary at the time of the Incurrence thereof
under Sections 4.10(b)(v) and 4.10(b)(xiii); (v) there exist no
consensual encumbrances or restrictions on the ability of such
Person to (x) pay dividends or make any other distributions to
its Non-Defaulting Equity Owners or (y) make loans or advances or
transfer any of its assets to its Non-Defaulting Equity Owners,
in each case other than Permitted Dividend Encumbrances of such
Permitted Entity; (vi) the Company, any Subsidiary Guarantor or
any Permitted Entity has the right at any time (whether by
agreement, operation of law or otherwise) to (A) require the
Permitted Entity that it owns an Ownership Interest in to
dissolve, liquidate or wind up its affairs (subject to any right
of the other Equity Owners and/or such Permitted Entity to
acquire all of the Permitted Entity Securities owned by such
Equity Owner) and, subject to applicable law, to distribute its
remaining assets to its Equity Owners after payment to creditors
or (B) have all of the Permitted Entity Securities that it owns
purchased by such Permitted Entity and/or other Equity Owners;
and (vii) the business engaged in by such Person is one in which
the Company or its Subsidiaries or its Non-Affiliate Joint
Ventures were engaged on the date of this Indenture or reasonably
related thereto or is the business of holding or disposing of
Permitted Entity Securities.

    Permitted Entity Securities:  The term "Permitted Entity 
     ---------------------------
Securities" shall mean, with respect to any Permitted Entity, any
Capital Stock or Indebtedness (whether or not a security) of such
Permitted Entity, other than Indebtedness permitted to be
Incurred by such Permitted Entity pursuant to clause (iv)(y) of
the definition of Permitted Entity, but in any event including
Permitted Indebtedness described in clause (b) of the definition
thereof.

    Permitted Indebtedness:  The term "Permitted Indebtedness" 
     ----------------------
shall mean:

         (a)  Indebtedness and preferred stock (including
    preference stock) of the Company and its Subsidiaries
    existing on the date of this Indenture, including, but not
    limited to, the 9-7/8% Notes and the 12-3/4% Notes;

         (b)  Indebtedness (including Redeemable Stock) owed or
    issued by the Company to a Subsidiary or owed or issued by a
    Subsidiary to the Company, any other Subsidiary of the
    Company or to any other holder of Capital Stock of such
    Subsidiary in proportion to such holder's ownership interest
    in such Subsidiary;

         (c)  Indebtedness and preferred stock (including
    preference stock) of a Permitted Entity to the extent not
    prohibited by clause (iii) or clause (iv)(x) of the
    definition thereof;

         (d)  Indebtedness of the Company and its Subsidiaries by
    reason of entering into indemnification agreements and
    guarantees in connection with the disposition of assets,
    provided that the Indebtedness with respect to such
    indemnification agreements and guarantees shall be limited
    to the amount of the net proceeds of such disposition;

         (e)  guarantees, letters of credit and indemnity
    agreements relating to performance and surety bonds incurred
    in the ordinary course of business;

         (f)  Indebtedness of a Subsidiary of the Company
    (including undrawn amounts under lines of credit that are
    subsequently drawn upon) issued, assumed or guaranteed by
    such Subsidiary prior to the date upon which such Subsidiary
    becomes a Subsidiary of the Company (excluding Indebtedness
    incurred by such entity in connection with, or in
    contemplation of, its becoming a 

                                29

<PAGE>

<PAGE>

    Subsidiary of the Company), provided that such Indebtedness
    and the holders thereof do not, at any time, have direct or
    indirect recourse to any property or assets of the Company
    and its Subsidiaries other than the property and assets of
    such acquired entity and its Subsidiaries, including the
    Capital Stock thereof, or any newly organized entity formed
    to effect such acquisition, and, in each case, the monetary
    proceeds thereof;

         (g)  Indebtedness incurred by the Company in connection
    with the purchase, redemption, retirement or other
    acquisition by the Company of the USWA Preferred Stock
    outstanding on the date hereof (plus additional shares of
    such USWA Preferred Stock issued as dividends thereon or on
    such shares issued as dividends);

         (h)  Indebtedness of the Company and its captive wholly
    owned insurance Subsidiaries in respect of letters of credit
    in an aggregate amount not to exceed at any one time
    outstanding $20,000,000 issued for the account of the
    Company or such Subsidiaries in support of certain
    self-insurance and reinsurance obligations entered into from
    time to time by the Company or such captive wholly owned
    insurance Subsidiaries of the Company;

         (i)  Indebtedness consisting of industrial revenue bonds
    and related indemnity agreements; and

         (j)  prior to the merger of the Company and KAC,
    Indebtedness in respect of the Preferred Dividend
    Intercompany Notes.

    Person:  The term "Person" shall mean any individual, 
     ------
corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government or
other agency or political subdivision thereof.

    Preferred Dividend Intercompany Notes:  The term "Preferred 
     -------------------------------------
Dividend Intercompany Notes" shall mean (i) the intercompany note
in respect of the PRIDES and (ii) any other intercompany note
representing a loan by KAC to the Company from the proceeds of an
offering of preferred stock by KAC which loan shall have a term
not in excess of five years from the date of issuance and shall
be in an amount equal to the aggregate dividends scheduled to
accrue on such preferred stock during the term thereof and
payable at approximately the same times and in approximately the
same amounts as such dividends are payable, provided that,
(a) the aggregate amount of all such intercompany notes referred
to in this clause (ii) shall not exceed $50,000,000 at any one
time outstanding and (b) the remaining net proceeds from such
preferred stock offering shall have been used by KAC to make a
capital contribution to (or to purchase common stock of) the
Company.

    Preferred Stock ($100):  The term "Preferred Stock ($100)" 
     ----------------------
shall mean the Company's 4-1/8% Preference Stock, par value $100
per share, 4-3/4% Preference Stock (1957 Series), par value $100
per share, 4-3/4% Preference Stock (1959 Series), par value $100
per share, and 4-3/4% Preference Stock (1966 Series), par value
$100 per share.

    Principal; principal amount:  The terms "principal" or 
     ---------------------------
"principal amount" of a Note shall mean the principal amount of
such Note as set forth on the face of such Note.

                                30

<PAGE>

<PAGE>


    Principal Products:  The term "Principal Products" shall 
     ------------------
mean bauxite, alumina, aluminum, fabricated aluminum products,
and other assets related to the production of the foregoing, used
or sold by the Company, its Subsidiaries and its Unrestricted
Subsidiaries in the ordinary course of business.

    Private Placement Legend:  The term "Private Placement 
     ------------------------
Legend" shall have the meaning set forth in Section 2.09 hereof.

    QAL:  The term "QAL" shall mean Queensland Alumina Limited, 
     ---
a Queensland, Australia corporation, and its successors.

    Qualified Institutional Buyer or QIB:   The terms "Qualified 
     ------------------------------------
Institutional Buyer" or "QIB" shall have the meaning specified in
Rule 144A under the Securities Act of 1933.

    Redeemable Stock:  The term "Redeemable Stock" shall mean, 
     ----------------
with respect to any Person, any preferred Capital Stock of such
Person, that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the
option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, in whole or in part,
pursuant to a sinking fund obligation or otherwise, or, at the
option of the holder thereof, is redeemable in whole or in part,
or is exchangeable into a security of a Person other than the
issuer of such Capital Stock that is owned by such Person or its
Subsidiaries or into Indebtedness of, or that is owned by, such
Person or its Subsidiaries, in each case on or prior to the
scheduled maturity date of the Notes.

    Refinance:  The term "Refinance" shall mean to renew, 
     ---------
extend, refund, replace, restructure, refinance, amend or modify
any Indebtedness.  The term "Refinancing" shall have a
correlative meaning.

    Refinancing Sale and Leaseback Transaction:  The term 
     ------------------------------------------
"Refinancing Sale and Leaseback Transaction" shall mean any sale
and leaseback transaction with respect to which the Attributable
Debt is at least $100,000,000, and which is designated by the
Company as a Refinancing Sale and Leaseback Transaction in a
notice to the Trustee pursuant to the terms of this Indenture,
which notice shall indicate the Attributable Debt with respect to
such Refinancing Sale and Leaseback Transaction.

    Registration Rights Agreement:  The term "Registration 
     -----------------------------
Rights Agreement" shall mean that certain registration rights
agreement among the Company, the Subsidiary Guarantors and the
Initial Purchasers, to be entered into on the date hereof.

    Regulation S:  The term "Regulation S" shall mean Regulation 
     ------------
S under the Securities Act of 1933.

    Regulation S Temporary Global Note:  The term "Regulation S 
     ----------------------------------
Temporary Global Note" shall mean a single temporary global Note
in the form of the Global Note with the additional provisions set
forth in Exhibit A-1 hereto that is deposited with the Trustee 
         -----------
and registered in the name of the Depository or its nominee ,
representing a series of Notes sold in offshore transactions in
reliance on Regulation S.

    Responsible Officer:  The term "responsible officer," when 
     -------------------
used with respect to the Trustee, shall mean any officer in its
principal corporate trust office and every other officer and
assistant officer to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular
subject.

                                31

<PAGE>

<PAGE>


    Restricted Investment:  The term "Restricted Investment" 
     ---------------------
shall mean, with respect to any Person, (i) any amount paid, or
any property transferred, in each case, directly or indirectly by
such Person for Capital Stock or other securities of, or as a
contribution to, any Affiliate of the Company; (ii) any direct or
indirect loan or advance by such Person to any Affiliate of the
Company other than accounts receivable of such Person relating to
the purchase and sale of inventory, goods or services arising in
the ordinary course of business; (iii) any direct or indirect
guarantee by such Person of any obligations, contingent or
otherwise, of any Affiliate of the Company; and (iv) the
acquisition by such Person of, or any investment by such Person
in, any Capital Stock or similar interest of any other Person
(other than the Company or an Unrestricted Subsidiary); provided,
however, that the following shall not be Restricted Investments:

         (a)  investments in or acquisitions of Capital Stock or
    similar interests in any Person (other than a Person in
    which Affiliates of the Company have an interest other than
    through the Company, its Subsidiaries, its Unrestricted
    Subsidiaries and its Non-Affiliate Joint Ventures) that
    (I) is or becomes, at the time of the acquisition thereof, a
    Subsidiary of the Company and is or is to be primarily
    engaged in an operating business or (II) is, at the time of
    the acquisition thereof, engaged or to be engaged primarily
    in businesses in which the Company or its Subsidiaries or
    its Non-Affiliate Joint Ventures were engaged on the date of
    this Indenture or reasonably related extensions thereof,
    provided that such securities are not, at the time of the
    acquisition thereof (without regard to any exchanges,
    modifications or other changes thereto subsequent to such
    acquisition), registered under the Exchange Act;

         (b)  Restricted Investments of such Person existing as
    of the date of the 9-7/8% Note Indenture and any extension,
    modification or renewal of such Restricted Investment (but
    not increases thereof, other than as a result of the accrual
    or accretion of interest or original issue discount pursuant
    to the terms of such Restricted Investment), or any
    Restricted Investment made in connection with an exchange of
    such Restricted Investment with the issuer thereof;

         (c)  investments in or acquisitions of Permitted Entity
    Securities of any Permitted Entity;

         (d)  transactions with officers or directors of the
    Company or any Subsidiary of the Company entered into in the
    ordinary course of business (including compensation or
    employee benefit arrangements with any officer or director
    of the Company or any Subsidiary of the Company);

         (e)  investments in or acquisitions of Capital Stock or
    similar interests in Persons (other than Affiliates of the
    Company) received in the bankruptcy or reorganization of or
    by such Person or any exchange of such investment with the
    issuer thereof or taken in settlement of or other resolution
    of claims or disputes, and, in each case, extensions,
    modifications and renewals thereof; and

         (f)  investments in Persons (other than Affiliates of
    the Company) received by such Person as consideration from
    Asset Sales to the extent not prohibited by Section 4.14
    (including, for the purposes of this definition, those
    sales, transfers and other dispositions described in
    clause (B) and the transactions described in clause (D) of
    such definition) or any exchange of such investment with the
    issuer thereof, and extensions, modifications and renewals
    thereof.

                                32

<PAGE>

<PAGE>


    Restricted Security:  The term "Restricted Security" shall 
     -------------------
have the meaning assigned to such term in Rule 144(a)(3) under
the Securities Act of 1933; provided, however, that the Trustee
shall be entitled to request and conclusively rely on an Opinion
of Counsel with respect to whether any Note constitutes a
Restricted Security.

    Rule 144A:  The term "Rule 144A" shall mean Rule 144A under 
     ---------
the Securities Act of 1933.

    Securities Act of 1933:  The term "Securities Act of 1933" 
     ----------------------
shall mean the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the Securities and Exchange
Commission thereunder.

    Significant Subsidiary:  The term "Significant Subsidiary" 
     ----------------------
shall have the meaning assigned to that term under Regulation S-X
of the Securities Act of 1933 as in effect on the date of this
Indenture; provided, however, that (i) each Subsidiary Guarantor
on the date of this Indenture shall be deemed to be a Significant
Subsidiary of the Company for so long as such Subsidiary is a
Subsidiary Guarantor, (ii) each of VALCO, KAAC and Alpart, and
each Subsidiary of the Company that, directly or indirectly,
holds an interest in VALCO, Alpart or QAL, and each Subsidiary
Guarantor that becomes a Subsidiary Guarantor after the date of
this Indenture (so long as such Subsidiary Guarantor is a
Subsidiary Guarantor) shall be deemed to be a Significant
Subsidiary if it (singly, or, in the case of VALCO, Alpart or
QAL, together with the other Subsidiaries of the Company that
hold an interest in such entity) meets the total assets test of
the term "Significant Subsidiary" under Regulation S-X as in
effect on the date of this Indenture, but substituting 5% in such
test for 10% and (iii) no Unrestricted Subsidiary shall be deemed
to be a Significant Subsidiary.

    Specified Parties:  The term "Specified Parties" shall mean 
     -----------------
each of AJI, Alpart, KAAC, KJC, VALCO, Kaiser Aluminium
International, Inc., a Delaware corporation, and its successors,
Kaiser Bauxite Company, a Nevada corporation, and its successors,
Kaiser Jamaica Bauxite Company, a Jamaican partnership, and its
successors, and Queensland Alumina Security Corporation, a
Delaware corporation, and its successors.

    Subsidiary:  The term "Subsidiary" shall mean any 
     ----------
corporation or other entity of which more than 50% of the equity
interest (which for a corporation shall be the outstanding stock
having ordinary voting power to elect a majority of the Board of
Directors of such corporation, irrespective of whether or not at
the time stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned
(either alone or through Subsidiaries or together with
Subsidiaries) by the Company or another Subsidiary; provided,
however, that Queensland Alumina Security Corporation, a Delaware
corporation, shall be deemed not to be a Subsidiary of the
Company or any of its Subsidiaries and shall be deemed to be a
Non-Affiliate Joint Venture (for as long as it meets the
definition of Non-Affiliate Joint Venture and for as long as its
operations remain substantially the same), and provided, further,
that, for purposes of the definitions of Asset Sale and Net Cash
Proceeds and for purposes of Section 4.14, each of Alpart and
VALCO, so long as it is not a wholly owned Subsidiary, shall be
deemed not to be a Subsidiary of the Company or any of its
Subsidiaries and shall be deemed to be a Non-Affiliate Joint
Venture of the Company (for so long as it meets the definition of
Non-Affiliate Joint Venture).  For purposes of this definition,
any directors' qualifying shares shall be disregarded in
determining the ownership of a Subsidiary.  Notwithstanding
anything to the contrary contained herein, no Unrestricted
Subsidiary shall be deemed to be a Subsidiary of the Company or
of any Subsidiary or Subsidiaries of the Company.

                                33

<PAGE>

<PAGE>


    Subsidiary Guarantors:  The term "Subsidiary Guarantors" 
     ---------------------
shall mean the Persons from time to time named as Subsidiary
Guarantors in this Indenture or that become Subsidiary Guarantors
hereunder, and each of their respective successors, provided,
however, that in the event that a Subsidiary Guarantor is
released from its Guarantee in accordance with the terms of this
Indenture, such Subsidiary Guarantor shall without any further
action no longer be a Subsidiary Guarantor for any purpose of
this Indenture or the Notes.  On the date of this Indenture, the
Subsidiary Guarantors are Kaiser Alumina Australia Corporation,
Kaiser Finance Corporation, Alpart Jamaica Inc., Kaiser Jamaica
Corporation, Kaiser Micromill Holdings, LLC, Kaiser Sierra
Micromills, LLC, Kaiser Texas Micromill Holdings, LLC and Kaiser
Texas Sierra Micromills, LLC.

    Tax Sharing Agreements:  The term "Tax Sharing Agreements" 
     ----------------------
shall mean, collectively, the tax-sharing agreement between the
Company and KAC, dated as of June 30, 1993, and the tax-sharing
agreement between the Company and MAXXAM, dated as of
December 21, 1989, as each is described in the prospectus dated
February 10, 1994, relating to the Offering by the Company of the
9-7/8% Notes and as each may be amended in accordance with
Section 4.08(b)(x) of this Indenture.

    Trust Indenture Act of 1939:  The term "Trust Indenture Act 
     ---------------------------
of 1939" shall mean the Trust Indenture Act of 1939 as it was in
force at the date of this Indenture, except as provided by
Article Ten.

    Trustee; principal office:  The term "Trustee" shall mean 
     -------------------------
First Trust National Association, a national banking association,
until a successor replaces it in accordance with the provisions
of Article Seven.  The term "principal office of the Trustee"
shall mean the office of the Trustee at which at any particular
time its corporate trust business may be principally
administered, which office at the date hereof is located at First
Trust Center, 180 East 5th Street, St. Paul, Minnesota 55101.

    U.S. Fixed Assets:  The term "U.S. Fixed Assets" shall mean, 
     -----------------
at any time, any real property, plant or equipment of the Company
or any of its Subsidiaries located at such time in the United
States of America, now owned or hereafter acquired, together with
any fixed assets that are Improvements thereto or thereon and any
fixed assets that are proceeds thereof.

    USWA Preferred Stock:  The term "USWA Preferred Stock" shall 
     --------------------
mean the shares of the Company's Cumulative (1985 Series A)
Preference Stock and shares of the Company's Cumulative (1985
Series B) Preference Stock that have been or may in the future be
issued in connection with the Kaiser Aluminum USWA Employee Stock
Ownership Plan and/or the Kaiser Aluminum Salaried Employee Stock
Ownership Plan.

    Unrestricted Subsidiary:  The term "Unrestricted Subsidiary" 
     -----------------------
shall mean each of the Subsidiaries of the Company or any entity
which is to become a Subsidiary of the Company, designated as an
"Unrestricted Subsidiary" by a Board Resolution; but only to the
extent that such Subsidiary (i) is not, at the time of such
designation, party to any transaction or series of related
transactions with the Company or any Subsidiary of the Company,
unless such transaction or series of related transactions would
be permitted by the provisions of Section 4.08 of this Indenture
and (ii) has, at the time of such designation, at least one
director on its board of directors that is not a director or
executive officer of the Company or any of its Subsidiaries and
has at least one executive officer that is not a director or
executive officer of the Company or any of its Subsidiaries.  Any
such designation by the Board of Directors of the Company shall
be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate, certifying that such
designation complied with the foregoing conditions and was
permitted by Sections 4.09 and 4.15 of this 

                                34

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<PAGE>

Indenture.  The Board of Directors of the Company may designate
an Unrestricted Subsidiary to be a Subsidiary, provided that any
such redesignation shall be deemed to be an Incurrence by the
Company or its Subsidiaries of the Indebtedness (if any) of such
redesignated Subsidiary, to the extent such Indebtedness does not
already constitute Indebtedness of the Company or one or more of
its Subsidiaries, for purposes of Section 4.10 of this Indenture
as of the date of such redesignation, and such redesignation
shall only be permitted if (i) such Indebtedness is permitted
under Section 4.10 and (ii) no Event of Default (or event that,
after notice or lapse of time or both, would become an Event of
Default) would be in existence as a result of such designation.

    Unrestricted Subsidiary Investment:  The term "Unrestricted 
     ----------------------------------
Subsidiary Investment" shall mean with respect to the Company or
any Subsidiary of the Company (such Person being referred to in
this definition as the "Investor") (without duplication), (i) any
amount paid, or any property transferred, in each case, directly
or indirectly, by the Investor for Capital Stock or other
securities of, or as a contribution to, an Unrestricted
Subsidiary, (ii) any direct or indirect loan or advance by the
Investor to an Unrestricted Subsidiary other than accounts
receivable of the Investor relating to the purchase and sale of
inventory, goods or services arising in the ordinary course of
business, (iii) any direct or indirect guarantee by the Investor
of, or liability (other than liabilities arising by operation of
law) of the Investor for, any obligations, contingent or
otherwise, of an Unrestricted Subsidiary, (iv) any provision of
credit support (including any undertaking, agreement or
instrument that would constitute Indebtedness) by the Investor to
or on behalf of an Unrestricted Subsidiary, (v) any Incurrence of
Indebtedness by an Unrestricted Subsidiary, a default with
respect to which (including any rights that the holders thereof
may have to take enforcement action against such Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any
holder of any Indebtedness of the Investor (other than the Notes,
Indebtedness set forth in Schedule C to this Indenture and
Indebtedness in a principal amount of no more than $10,000,000 in
any single case) to declare a default on such Indebtedness of the
Investor or cause the payment thereof to be accelerated or
payable prior to its stated maturity, (vi) any direct or indirect
obligation or liability of the Investor (A) to subscribe for
additional Equity Interests of an Unrestricted Subsidiary or
(B) to maintain or preserve such Unrestricted Subsidiary's
financial condition or to cause such Unrestricted Subsidiary to
achieve any specified levels of operating results, and (vii) the
acquisition by the Investor of, or any investment by the Investor
in, any Capital Stock or similar interests of an Unrestricted
Subsidiary.  The amount of any Unrestricted Subsidiary
Investment, if other than in cash or a sum certain guaranteed,
shall be the Fair Market Value thereof.

    Unrestricted Subsidiary Investments Outstanding:  The term 
     -----------------------------------------------
"Unrestricted Subsidiary Investments Outstanding" shall mean, at
any time of determination, in respect of any Unrestricted
Subsidiary, the amount, if any, by which (i) the sum of all
Unrestricted Subsidiary Investments theretofore made by the
Company or any Subsidiary of the Company in such Unrestricted
Subsidiary after the date hereof, exceeds (ii) the amount of all
dividends and distributions received, directly or indirectly, by
the Company or a Subsidiary of the Company that is a Subsidiary
Guarantor from such Unrestricted Subsidiary in cash or Cash
Equivalents during the period that such Person was an
Unrestricted Subsidiary, and all repayments in cash or Cash
Equivalents from such Unrestricted Subsidiary, directly or
indirectly, to the Company or one of its Subsidiaries that is a
Subsidiary Guarantor of loans or advances from the Company or any
of its Subsidiaries to such Unrestricted Subsidiary, during the
period that such Person was an Unrestricted Subsidiary, any other
reduction (including as a result of the sale by the Company or a
Subsidiary of the Company of Capital Stock of an Unrestricted
Subsidiary) received, directly or indirectly, by the Company or a
Subsidiary of the Company that is a Subsidiary Guarantor in cash
or Cash Equivalents of Unrestricted Subsidiary Investments in
such Unrestricted Subsidiary during the period that such Person
was an Unrestricted Subsidiary, and any reductions of
Unrestricted Subsidiary 

                                35

<PAGE>

<PAGE>

Investments in such Unrestricted Subsidiary of the kind referred
to in clauses (iii) through (vi) of the definition of
Unrestricted Subsidiary Investment; provided that the amount of
Unrestricted Subsidiary Investments Outstanding in respect of any
Unrestricted Subsidiary shall at no time be a negative amount. 
Notwithstanding the foregoing, in the event that the Company
redesignates an Unrestricted Subsidiary as a Subsidiary, the
amount of Unrestricted Subsidiary Investments Outstanding in
respect of such Unrestricted Subsidiary at the time of such
redesignation shall continue to constitute Unrestricted
Subsidiary Investments Outstanding and such redesignated
Subsidiary shall not be required to become a Subsidiary Guarantor
in connection with such redesignation.

    VALCO:  The term "VALCO" shall mean Volta Aluminium Company 
     -----
Limited, a Ghanaian corporation, and its successors.

    SECTION 1.02.  References are to Indenture.  Unless the 
                    ---------------------------
context otherwise requires, all references herein to "Articles,"
"Sections" and other subdivisions refer to the corresponding
Articles, Sections and other subdivisions of this Indenture, and
the words "herein," "hereof," hereby," "hereunder" and words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision hereof.

    SECTION 1.03.  Other definitions.
                    -----------------   

    The following terms are defined in the referenced section of
this Indenture and have the meaning set forth therein for all
purposes in this Indenture (except as otherwise expressly
provided or unless the context otherwise requires):

    Term                               Defined in Section
     ----                                    ------------------

    "applicants" . . . . . . . . . . . . . . . . . .           5.02(b)
    "Approved Bank". . . . . . . . . . . . . . . . .           1.01
    "Asset Sale Offer" . . . . . . . . . . . . . . .           4.14(b)
    "Asset Sale Offer Amount". . . . . . . . . . . .           4.14(b)
    "Asset Sale Purchase Date" . . . . . . . . . . .           4.14(b)
    "Asset Sale Purchase Notice" . . . . . . . . . .           4.14(c)
    "Asset Sale Purchase Price". . . . . . . . . . .           4.14(b)
    "Change of Control". . . . . . . . . . . . . . .           3.05(a)
    "Change of Control Purchase Date". . . . . . . .           3.05(a)
    "Change of Control Purchase Notice". . . . . . .           3.05(c)
    "Change of Control Purchase Price" . . . . . . .           3.05(a)
    "Controlled Non-Affiliate Joint Venture" . . . .           4.09(a)
    "Global Note". . . . . . . . . . . . . . . . . .           2.02
    "Incur". . . . . . . . . . . . . . . . . . . . .           4.10(a)
    "Notice of Default". . . . . . . . . . . . . . .           6.01(c)
    "Other Indebtedness" . . . . . . . . . . . . . .           4.10(c)
    "PRIDES" . . . . . . . . . . . . . . . . . . . .           4.09(b)(IX)
    "Private Placement Legend. . . . . . . . . . . .           2.09
    "record date". . . . . . . . . . . . . . . . . .           2.03
    "Refinanced Indebtedness". . . . . . . . . . . .           4.10(b)(vi)
    "Refinancing Indebtedness" . . . . . . . . . . .           4.10(b)(vi)
    "Restricted Payment" . . . . . . . . . . . . . .           4.09(a)

                                36

<PAGE>

<PAGE>

    Term                                    Defined in Section
     ----                                    ------------------

    "Specified Pari Passu Indebtedness". . . . . . .           4.14(b)
    "surviving corporation". . . . . . . . . . . . .          11.01(a)
    "Twenty-Five Million Threshold". . . . . . . . .           4.14(c)
    "Voting Stock" . . . . . . . . . . . . . . . . .           3.05(a)

    The following terms are defined in the referenced section of
this Indenture and have the meaning set forth therein for
purposes provided therein, and such definitions are limited to
those sections of this Indenture specifically referenced:

         Defined in       Definition Limited
    Term  Section          to Section    
     ----                   ----------       -------------------

    "amount" . . . . . . . . . . . . .7.08(d). . . . . . . . 7.08
    "cash transaction" . . . . . . . .7.13(c). . . . . . . . 7.13
    "Company". . . . . . . . . . . . .7.08(d). . . . . . . . 7.08
    "Company". . . . . . . . . . . . .7.13(c). . . . . . . . 7.13
    "defaults" . . . . . . . . . . . .6.07 . . . . . . . . . 6.07
    "defaults" . . . . . . . . . . . .7.13(c). . . . . . . . 7.13
    "director" . . . . . . . . . . . .7.08(d). . . . . . . . 7.08
    "dividends". . . . . . . . . . . .7.13(a). . . . . . . . 7.13(a)
    "executive officer". . . . . . . .7.08(d). . . . . . . . 7.08
    "in default" . . . . . . . . . . .7.08(c). . . . . . . . 7.08(c)(6),
                                                      (7),(8) 
                                                      and (9)
    "other indenture securities". 7.13(c)           7.13
    "outstanding" . . . . . . . . . . . . . . . . . 7.08(d)7.08
    "person" . . . . . . . . . . . . .7.08(d). . . . . . . . 7.08
    "security" . . . . . . . . . . . .7.08(c). . . . . . . . 7.08(c)(6),
                                                      (7),(8) 
                                                      and (9)
    "security" . . . . . . . . . . . .7.08(d). . . . . . . . 7.08 (other
                                 than
                                                      7.08(c)(6),
                                 (7), (8)
                                                      and (9))
    "self liquidating paper" . . . . .7.13(c). . . . . . . . 7.13
    "trust". . . . . . . . . . . . . .7.08(d). . . . . . . . 7.08
    "voting security". . . . . . . . .7.08(d). . . . . . . . 7.08


                           ARTICLE TWO

           ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                      AND EXCHANGE OF NOTES

    SECTION 2.01.  Designation, amount, authentication and 
                    ---------------------------------------
delivery of Notes.  The Notes shall be designated as the 
- -----------------
Company's 10-7/8% Senior Notes due 2006.  Notes for an aggregate
principal amount of one hundred and seventy five million dollars
($175,000,000), upon the execution of this Indenture, or from
time to time thereafter, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Notes to or upon
the written order of the Company, signed by its Chairman of the
Board, President or a Vice President, without any further
corporate action by the Company.

                                37

<PAGE>

<PAGE>


    The aggregate principal amount of Notes authorized by this
Indenture is limited to one hundred seventy five million dollars
($175,000,000) and, except as provided in this Section 2.01 and
in Section 2.07, the Company shall not execute and the Trustee
shall not authenticate or deliver Notes in excess of such
aggregate principal amount.  The Trustee shall authenticate
Exchange Notes from time to time for issue only in exchange for a
like principal amount of Initial Notes, in each case upon a
written order of the Company.  The written order of the Company
shall specify the amount of Notes to be authenticated and the
date on which the Notes are to be authenticated, whether the
Notes are to be Initial Notes or Exchange Notes and whether the
Notes are to be issued as Certificated Notes or a Global Note and
such other information as the Trustee may reasonably request.

    Nothing contained in this Section 2.01 or elsewhere in this
Indenture, or in the Notes, is intended to or shall limit
execution by the Company or authentication or delivery by the
Trustee of Notes under the circumstances contemplated by Sections
2.05, 2.06, 2.07, 3.03, 3.05 and 10.04.

    SECTION 2.02.  Form of Notes and Trustee's certificate.  The 
                    ---------------------------------------
definitive Notes and the Trustee's certificate of authentication
to be borne by the Notes shall be substantially in the form set
forth in the Recitals of this Indenture, which are part of this
Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers
executing the same may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock
exchange on which the Notes may be listed, or to conform to
usage.

         Notes offered and sold in reliance on Rule 144A shall
be issued initially in the form of a single, permanent global
Note in fully registered form, without interest coupons,
substantially in the form set forth in the recitals to this
Indenture (the "Global Note"), deposited with the Trustee, as
custodian for the Depository, and registered in the name of Cede
& Co., or such other nominee as the Depository may designate,
duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legends set forth in
Section 2.09 hereof.  The aggregate principal amount of the
Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for
the Depository, as hereinafter provided.

         Notes offered and sold in reliance on Regulation S
shall be issued initially in the form of the Regulation S
Temporary Global Note in fully registered form, which shall be
deposited on behalf of the purchasers of the Notes represented
thereby with the Trustee, as custodian for the Depository, and
registered in the name of the Depository or the nominee of the
Depository, duly executed by the Company and authenticated by the
Trustee as hereinafter provided.  The 40-day restricted period
(as defined in Regulation S) shall be terminated upon the receipt
by the Trustee of (i) a written certificate from the Depository
as to the non-United States beneficial ownership of 100% of the
aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who
acquired an interest therein pursuant to another exemption from
registration under the Securities Act of 1933, all as
contemplated by Section 2.05(e) hereof), and (ii) an Officers'
Certificate from the Company.  Following the termination of the
40-day restricted period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for
Certificated Notes or beneficial interests in the Global Note
pursuant to the applicable procedures of the Depository.  The
aggregate principal amount of the Regulation S Temporary Global
Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for
the Depository, as hereinafter provided.

                                38

<PAGE>

<PAGE>


         Notes offered and sold in reliance on any other
exemption from registration under the Securities Act of 1933
other than as described in the preceding paragraph shall be
issued, and Notes offered and sold in reliance on Rule 144A may
be issued, in the form of certificated Notes in fully registered
form, without interest coupons, in substantially the form set
forth in the recitals to this Indenture (the "Certificated
Notes").  Certificated Notes shall initially be registered in the
name of the Depository or a nominee of the Depository and be
delivered to the Trustee as custodian for the Depository, duly
executed by the Company and authenticated by the Trustee as
hereinafter provided.  Beneficial owners of Certificated Notes,
however, may request registration of such Certificated Notes in
their names or the names of their nominees.

    SECTION 2.03.  Date of Notes and denominations.  The Notes 
                    -------------------------------
shall bear interest at the rate per annum of 10-7/8%, payable
semi-annually on April 15 and October 15, shall mature on October
15, 2006 and shall be issuable as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof.  The person in whose name any Note is registered at the
close of business on any record date (as hereinbelow defined)
with respect to any interest payment date shall be entitled to
receive the interest payable thereon on such interest payment
date notwithstanding the cancellation of such Note upon any
registration of transfer or exchange thereof subsequent to such
record date and prior to such interest payment date, unless such
Note shall have been redeemed on a date fixed for redemption
subsequent to such record date and prior to such interest payment
date, or unless an Event of Default shall have occurred and be
continuing as the result of a default in the payment of interest
due on such interest payment date on any Note, in which case such
defaulted interest shall be paid to the person in whose name such
Note (or any Note or Notes issued upon registration of transfer
or exchange thereof) is registered on the record date for the
payment of such defaulted interest.  The principal of, premium,
if any, Change of Control Purchase Price, Asset Sale Purchase
Price and interest on the Notes shall be payable to the
registered holder thereof at the office or agency to be
maintained by the Company in accordance with the provisions of
Section 4.02; provided, however, that payment of interest may be
made at the option of the Company by check mailed by first-class
mail to the address of the person entitled thereto as such
address shall appear on the registry books of the Company;
provided that all payments with respect to any Note, if the
holder of such Note has given wire transfer instructions (which
instructions must be received by the Company at least 5 Business
Days prior to the relevant date of payment) to the Company, will
be required to be made by wire transfer of immediately available
funds to the account specified by the holder of such Note;
provided, that such payments (other than interest payments) may
be conditioned upon surrender of the Notes.  The term "record
date" as used in this Section 2.03 with respect to any interest
payment date shall mean the close of business on the April 1 or
October 1, as the case may be, next preceding such interest
payment date, whether or not such April 1 or October 1 is a
Business Day, and such term, as used in this Section 2.03, with
respect to the payment of any defaulted interest shall mean the
tenth day next preceding the date fixed by the Company for the
payment of defaulted interest whether or not a Business Day, but
in no case shall such record date be less than ten days after
notice thereof shall have been mailed by or on behalf of the
Company to all registered holders of Notes at their addresses.

    The Notes shall be dated the date of their authentication. 
Except as provided in the next sentence, interest shall accrue on
the Notes from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid or
duly provided for, from October 23, 1996.  Each Note
authenticated between the record date for any interest payment
date and such interest payment date shall be dated the date of
its authentication but shall bear interest from such interest
payment date; provided, however, that if and to the extent the
Company shall default in the payment of the interest due on such
interest payment date, then any Note so authenticated shall bear
interest from the April 15 or October 15, 

                                39

<PAGE>

<PAGE>

as the case may be, next preceding the date of such Note to which
interest has been paid or duly provided for or, if no interest
has been paid or duly provided for on the Notes, from October 23,
1996.

    Interest on the Notes shall be computed on the basis of a
360-day year comprised of twelve 30-day months.

    SECTION 2.04.  Execution of Notes.  The Notes shall be 
                    ------------------
signed on behalf of the Company, manually or in facsimile, by its
Chairman of the Board or its President or a Vice President under
its corporate seal (which may be in facsimile) reproduced thereon
and attested, manually or in facsimile, by its Secretary or an
Assistant Secretary.  Only such Notes as shall bear thereon a
certificate of authentication substantially in the form
hereinbefore recited, signed manually by the Trustee, shall be
entitled to the benefits of this Indenture or be valid or
obligatory for any purpose.  Such signature by the Trustee upon
any Note executed by the Company shall be conclusive evidence
that the Note so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

    In case any officer of the Company whose signature appears
on any of the Notes, manually or in facsimile, shall cease to be
such officer before such Notes so signed shall have been
authenticated and delivered by the Trustee, such Notes
nevertheless may be authenticated and delivered as though the
person whose signature appears on such Notes had not ceased to be
such officer of the Company; and any Note may be signed, and the
corporate seal reproduced thereon may be attested, on behalf of
the Company, manually or in facsimile, by persons as, at the
actual date of the execution of such Note, shall be the proper
officers of the Company, although at the date of the execution of
this Indenture any such person was not such officer.

    SECTION 2.05.  Exchange and transfer of Notes.  
                    ------------------------------

    (a)  Subject to the other provisions of this Section 2.05:

         (1)  Notes may be exchanged for a like aggregate
    principal amount of Notes in other authorized denominations. 
    Notes to be exchanged shall be surrendered at the office or
    agency to be maintained by the Company in accordance with
    the provisions of Section 4.02, and the Company shall
    execute and the Trustee shall authenticate and deliver in
    exchange therefor the Note or Notes which the noteholder
    making the exchange shall be entitled to receive.

         (2)  The Company shall keep, at the office or agency to
    be maintained by the Company in accordance with the
    provisions of Section 4.02, a register or registers in
    which, subject to such reasonable regulations as it may
    prescribe, the Company shall register Notes and shall
    register the transfer of Notes as in this Article Two
    provided.  Upon surrender by any noteholder for registration
    of transfer of any Note at such office or agency, the
    Company shall execute and the Trustee shall authenticate and
    deliver in the name of the transferee or transferees a new
    Note or Notes for a like aggregate principal amount.

         (3)  All Notes presented or surrendered for exchange,
    registration of transfer, redemption, purchase or payment
    shall, if so required by the Company or the Trustee or any
    Note registrar (if other than the Trustee), be accompanied
    by a written instrument or instruments of transfer, in form
    satisfactory to the Company and the Trustee or the Note
    registrar (if other than the Trustee), duly executed by the
    registered holder or by his attorney duly authorized in

                                40

<PAGE>

<PAGE>

writing and, in every case, each Note presented or surrendered
for registration of transfer shall be accompanied by the
assignment form attached to the Notes, duly executed by the
registered holder or by his attorney duly authorized in writing.

         (4)  No service charge shall be made for any exchange
    or registration of transfer of Notes, but the Company may
    require payment of a sum sufficient to cover any tax,
    assessment or other governmental charge that may be imposed
    in relation thereto.

         (5)  The Company shall not be required to issue,
    register the transfer of or exchange any Notes for a period
    of fifteen days next preceding any date for the selection of
    Notes to be redeemed.  The Company shall not be required to
    register the transfer of or exchange any Note called or
    being called for redemption except, in the case of any Note
    to be redeemed in part, the portion thereof not to be so
    redeemed.  The Company shall not be required to register the
    transfer of or exchange any Note in respect of which a
    Change of Control Purchase Notice or an Asset Sale Purchase
    Notice has been given (unless such notice has been withdrawn
    in accordance with Section 3.06 or 4.14) except, in the case
    of any Note to be purchased in part, the portion thereof not
    to be so purchased.

    (b)  Transfers to Non-QIB Institutional Accredited 
          ---------------------------------------------
Investors, Non-U.S. Persons and Certain QIBs.  The following 
- --------------------------------------------
provisions shall apply with respect to the registration of any
proposed transfer of a Note to any Institutional Accredited
Investor which is not a QIB, to any Non-U.S. Person or to any QIB
electing to take delivery of Certificated Notes:

         (1)  the Note registrar shall register on its books and
    records the transfer of any Note constituting a Restricted
    Security if such transfer is (i) pursuant to a registration
    statement which has been declared effective under the
    Securities Act of 1933, (ii) for as long as the Notes are
    eligible for resale pursuant to Rule 144A, to a person who
    has checked the box provided for on the form of Note
    stating, or has otherwise advised the Company and the Note
    registrar in writing, that the sale has been made in
    compliance with the provisions of Rule 144A to a transferee
    who has signed the certification provided for on the form of
    Note stating, or has otherwise advised the Company and the
    Note registrar in writing, that it is purchasing the Note
    for its own account or an account with respect to which it
    exercises sole investment discretion and that it and any
    such account is a QIB within the meaning of Rule 144A, and
    is aware that the sale to it is being made in reliance on
    Rule 144A and acknowledges that it has received such
    information regarding the Company as it has requested
    pursuant to Rule 144A or has determined not to request such
    information and that it is aware that the transferor is
    relying upon its foregoing representations in order to claim
    the exemption from registration provided by Rule 144A, (iii)
    pursuant to offers and sales to non-U.S. Persons that occur
    outside the United States within the meaning of Regulation S
    under the Securities Act of 1933, (iv) to an Institutional
    Accredited Investor that is acquiring the security for its
    own account, or for the account of such an Institutional
    Accredited Investor, for investment purposes and not with a
    view to or for offer or sale in connection with, any
    distribution in violation of the Securities Act of 1933, or
    (v) pursuant to another available exemption from the
    registration requirements of the Securities Act of 1933,
    subject to the Company's and the Trustee's right prior to
    any such offer, sale or transfer (A) pursuant to clauses
    (iii), (iv) or (v) to require the delivery of an opinion of
    counsel, certification and/or other information satisfactory
    to each of them and (B) in each of the foregoing cases, to
    require that an assignment form in the form appearing on the
    reverse side of the form of Note is completed and delivered
    by the transferor to the Trustee; and

                                41

<PAGE>

<PAGE>


         (2)  the Note registrar shall register on its books and
    records the transfer of any Note other than as described in
    the preceding paragraph, upon the completion and delivery of
    an assignment form in the form appearing on the reverse side
    of the form of Note by the transferor to the Trustee;

         (3)  if the proposed transferor is an Agent Member
    holding a beneficial interest in the Global Note, upon
    receipt by the Note registrar of written instructions given
    in accordance with the Depository's and the Note registrar's
    procedures, the Note registrar shall reflect on its books
    and records the date and (if the transfer involves a
    transfer of a beneficial interest in the Global Note) a
    decrease in the principal amount of the Global Note in an
    amount equal to the principal amount of the beneficial
    interest in the Global Note to be transferred;

         (4)  if the Notes to be transferred consist of
    Certificated Notes, the transferor shall present or
    surrender such Certificated Notes to the Note registrar for
    registration of transfer; and

         (5)  subject to this Section 2.05, the Company shall
    execute and the Trustee shall authenticate and deliver one
    or more Certificated Notes of like tenor and amount to the
    Notes proposed to be transferred hereunder.

    (c)  Transfers to Certain QIBs.  The following provisions 
          -------------------------
shall apply with respect to the registration of any proposed
transfer of a Certificated Note to a QIB electing to take an
interest in the Global Note:

         (1)  the Note registrar shall register on its books and
    records the transfer of any Certificated Note constituting a
    Restricted Security if such transfer is being made by a
    proposed transferor who has checked the box provided for on
    the form of Note stating, or has otherwise advised the
    Company and the Note registrar in writing, that the sale has
    been made in compliance with the provisions of Rule 144A to
    a transferee who has signed the certification provided for
    on the form of Note stating, or has otherwise advised the
    Company and the Note registrar in writing, that it is
    purchasing the Note for its own account or an account with
    respect to which it exercises sole investment discretion and
    that it and any such account is a QIB within the meaning of
    Rule 144A, and is aware that the sale to it is being made in
    reliance on Rule 144A and acknowledges that it has received
    such information regarding the Company as it has requested
    pursuant to Rule 144A or has determined not to request such
    information and that it is aware that the transferor is
    relying upon its foregoing representations in order to claim
    the exemption from registration provided by Rule 144A; and

         (2)  the Note registrar shall register on its books and
    records the transfer of any Note other than as described in
    the preceding paragraph, upon the completion and delivery of
    an assignment form in the form appearing on the reverse side
    of the form of Note by the transferor to the Trustee; and 

         (3)  upon receipt by the Note registrar of written
    instructions given in accordance with the Depository's and
    the Note registrar's procedures, the Note registrar shall
    reflect on its books and records the date and an increase in
    the principal amount of the Global Note in an amount equal
    to the principal amount of the Certificated Notes to be
    transferred, and the Trustee shall cancel the Certificated
    Notes so transferred.

                                42

<PAGE>

<PAGE>


    (d)  Transfers and Exchange of Global Securities.  The 
          -------------------------------------------
transfer and exchange of an interest in the Global Note or
beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including
applicable restrictions on transfer set forth therein, if any)
and the procedures of the Depository therefor which shall include
restrictions on transfer comparable to those set forth herein to
the extent required by the Securities Act of 1933.

    (e)  Transfers from the Regulation S Temporary Global Note. 
          ----------------------------------------------------
If, at any time, an owner of a beneficial interest in the
Regulation S Temporary Global Note wishes to transfer its
beneficial interest in such Regulation S Temporary Global Note to
a Person who is permitted to take delivery thereof in the form of
an interest in the Global Note or to a Person who is taking
delivery of such beneficial interest in the form of Certificated
Notes or, upon expiration of the 40-day restricted period and
upon certification of beneficial ownership of the Notes
represented by the Regulation S Temporary Global Note by non-U.S.
Persons or U.S. Persons who purchased such Notes in transactions
that did not require registration under the Securities Act of
1933, to exchange such beneficial interest for Certificated
Notes, such owner shall, subject to the applicable procedures of
the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in the Global Note or for
Certificated Notes as provided in this Section 2.05(e).  Upon
receipt by the Trustee of (1) instructions from the Depository,
directing the Trustee, as a Note registrar, to credit or cause to
be credited a beneficial interest in the Global Note or to issue
and authenticate Certificated Notes in an amount equal to the
beneficial interest in the Regulation S Temporary Global Note to
be transferred or exchanged, such instructions to contain
information regarding the participant account with the Depository
to be credited with such increase or the name and address of the
transferee thereof, as applicable, and (2) a certificate in the
form of Exhibit A-2 attached hereto given by the owner of such 
        -----------
beneficial interest in the Regulation S Temporary Global Note
stating (A) if the transfer is pursuant to Rule 144A, that the
Person transferring such interest in the Regulation S Temporary
Global Note reasonably believes that the Person acquiring such
interest in the Global Note is a QIB and is obtaining such
beneficial interest in a transaction meeting the requirements of
Rule 144A and any applicable blue sky or securities laws of any
state of the United States or (B) if the transfer is pursuant to
any other exemption from the registration requirements of the
Securities Act of 1933, that the transfer of such interest has
been made in compliance with the transfer restrictions applicable
to the Regulation S Temporary Global Note and pursuant to and in
accordance with the requirements of the exemption claimed, such
statement, in the case of clause (B), to be supported by an
Opinion of Counsel from the transferee or the transferor in form
reasonably acceptable to the Company and to the Note registrar,
then the Trustee, as Note registrar, shall instruct the
Depository to reduce or cause to be reduced the aggregate
principal amount of such Regulation S Temporary Global Note and
(x) shall instruct the Depository to increase or cause to be
increased the aggregate principal amount of the Global Note and
instruct the Depository to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial
interest in the Global Note or (y) shall issue and authenticate
Certificated Notes in an amount equal to the principal amount of
the beneficial interest in the Regulation S Temporary Global Note
to be exchanged or transferred, and the Trustee, as Note
registrar, shall instruct the Depository to debit or cause to be
debited from the account of the Person making such transfer the
beneficial interest in the Regulation S Temporary Global Note
that is being exchanged or transferred.

    (f)  Private Placement Legend.  Upon the transfer, exchange 
          ------------------------
or replacement of Notes not bearing the Private Placement Legend,
the Note registrar shall deliver Notes that do not bear the
Private Placement Legend.  Upon the transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the
Note registrar shall deliver only Notes that bear the Private
Placement Legend unless (i) the requested transfer is after the
third anniversary of the Issue Date (or such shorter period
permitted under Rule 144(k) under the Securities Act of 1933 (or
any successor provision)), (ii) such Notes have been sold

                                43

<PAGE>

<PAGE>

pursuant to a registration statement which has been declared
effective under the Securities Act of 1933 or (iii) there is
delivered to the Note registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that
neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of
the Securities Act of 1933.

    (g)  General.  By its acceptance of any Note bearing the 
          -------
Private Placement Legend, each Holder of such Note acknowledges
the restrictions on transfer of such Note set forth in this
Indenture and in the Private Placement Legend and agrees that it
will transfer such Note only as provided in this Indenture.

         The Note registrar shall retain copies of all letters,
notices and other written communications received pursuant to
Section 2.09 of this Indenture or this Section 2.05.  The Company
shall have the right to inspect and make copies of all such
letters, notices or other written communications at any
reasonable time during the Note registrar's normal business hours
upon the giving of reasonable written notice to the Note
registrar.

    SECTION 2.06.  Temporary Notes.  Pending the preparation of 
                    ---------------
definitive Notes, the Company may execute and the Trustee shall
authenticate and deliver temporary Notes (printed, lithographed
or typewritten) of any authorized denomination and substantially
in the form of the definitive Notes, but with or without a
recital of specific redemption prices and with such omissions,
insertions and variations as may be appropriate for temporary
Notes, all as may be determined by the Company.  Temporary Notes
may contain such reference to any provisions of this Indenture as
may be appropriate.  Every temporary Note shall be authenticated
by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Notes. 
Without unnecessary delay the Company will execute and deliver to
the Trustee definitive Notes and thereupon any or all temporary
Notes may be surrendered in exchange therefor, at the office or
agency to be maintained by the Company in accordance with the
provisions of Section 4.02, and the Trustee shall authenticate
and deliver in exchange for such temporary Notes an equal
aggregate principal amount of definitive Notes.  Until so
exchanged, the temporary Notes shall in all respects be entitled
to the same benefits under this Indenture, and shall be subject
to the same provisions hereof, as definitive Notes authenticated
and delivered hereunder.

    SECTION 2.07.  Mutilated, destroyed, lost or stolen Notes.  
                    ------------------------------------------
In case any temporary or definitive Note shall become mutilated
or be destroyed, lost or stolen, the Company, in the case of any
mutilated Note shall, and in the case of any destroyed, lost or
stolen Note may, execute, and upon its request the Trustee shall
authenticate and deliver, a new Note bearing a number, letter or
other distinguishing symbol not contemporaneously outstanding in
exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen,
or, instead of issuing a substituted Note, if any such Note shall
have matured or shall be about to mature or shall have been
selected for redemption or if the Company shall have received a
Change of Control Purchase Notice or an Asset Sale Purchase
Notice in respect of any such Note (unless such notice has been
withdrawn in accordance with Section 3.06 or 4.14, respectively),
the Company may pay the same without surrender thereof except in
the case of a mutilated Note.  In every case the applicant for a
substituted Note or for such payment shall furnish to the Company
and to the Trustee such security or indemnity as may be required
by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Note and of the ownership
thereof.  The Trustee may authenticate any such substituted Note
and deliver the same, or the Trustee or any paying agent of the
Company may make any such payment, upon the written request or
authorization of any officer of the Company.  Upon the issuance
of any substituted Note, the 

                                44

<PAGE>

<PAGE>

Company may require the payment of a sum sufficient to cover any
tax, assessment or other governmental charge that may be imposed
in relation thereto and any other expenses connected therewith.

    Every substituted Note issued pursuant to the provisions of
this Section 2.07 shall constitute an additional contractual
obligation of the Company whether or not the destroyed, lost or
stolen Note shall be found at any time, and shall be entitled to
all the benefits of this Indenture equally and proportionately
with any and all other Notes duly issued hereunder.

    All Notes shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Notes, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other
securities without their surrender.

    SECTION 2.08.  Cancellation of surrendered Notes.  All Notes 
                    ---------------------------------
surrendered for the purpose of payment, redemption, purchase by
the Company at the option of the holder, exchange, substitution
or registration of transfer, shall, if surrendered to the Company
or any paying agent or Note registrar, be delivered to the
Trustee and the same, together with Notes surrendered to the
Trustee for cancellation, shall be cancelled by it, and no Notes
shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture.  The Trustee shall
destroy cancelled Notes and shall deliver certificates of
destruction thereof to the Company.  If the Company shall
purchase or otherwise acquire any of the Notes, however, such
purchase or acquisition shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by
such Notes unless and until the Company, at its option, shall
deliver or surrender the same to the Trustee for cancellation.

    SECTION 2.09.  Restrictive Legends.  Each Global Note and 
                    -------------------
Certificated Note that constitutes a Restricted Security shall
bear the following legend (the "Private Placement Legend") on the
face thereof until the third anniversary of the Issue Date (or
such shorter period permitted by Rule 144(k) under the Securities
Act of 1933 (or any successor provision)), unless otherwise
agreed by the Company and the Holder thereof:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
    THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
    ACT OF 1933") OR ANY STATE SECURITIES LAWS.  NEITHER
    THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
    MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
    ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
    SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
    FROM, OR NOT SUBJECT TO, REGISTRATION.  THE HOLDER OF
    THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
    SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE
    DATE WHICH IS THREE YEARS (OR SUCH SHORTER PERIOD
    PERMITTED UNDER RULE 144(K) UNDER THE SECURITIES ACT OF
    1933 (OR A SUCCESSOR CLAUSE)) AFTER THE LATER OF THE
    ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
    THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
    OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS
    SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE")
    ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
    STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE 

                                45

<PAGE>

<PAGE>

    UNDER THE SECURITIES ACT OF 1933, (C) FOR AS LONG AS THE
    NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
    PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
    BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF
    1933 THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
    OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
    THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
    (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS WHO
    MAKE CERTAIN REPRESENTATIONS TO THE TRUSTEE WHICH OFFERS AND
    SALES OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
    REGULATION S UNDER THE SECURITIES ACT OF 1933, (E) TO AN
    INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
    SUBPARAGRAPH (a)(1),(2),(3) OR (7) OF RULE 501 UNDER THE
    SECURITIES ACT OF 1933 THAT IS ACQUIRING THE SECURITY FOR
    ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
    "ACCREDITED INVESTOR" FOR INVESTMENT PURPOSES AND NOT WITH A
    VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
    DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OF 1933, AND
    WHO MAKES CERTAIN REPRESENTATIONS TO THE TRUSTEE OR (F)
    PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
    REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933,
    SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
    ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES
    (D), (E) OR (F) PRIOR TO THE RESALE RESTRICTION TERMINATION
    DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
    CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE
    COMPANY AND THE TRUSTEE AND (ii) IN EACH OF THE FOREGOING
    CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
    APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
    AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.

    Each Global Note shall also bear the following legend on the
face thereof:

    UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
    FOR INTERESTS IN THE GLOBAL NOTE OR NOTES IN DEFINITIVE
    FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
    WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY,
    OR BY ANY SUCH NOMINEE OF THE DEPOSITORY TO THE
    DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY
    THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
    DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
    UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
    YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT
    FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
    ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
    CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
    AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
    HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
    MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
    DTC), ANY TRANSFER, PLEDGE OR

                                46

<PAGE>

<PAGE>
 
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
    IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
    CO., HAS AN INTEREST HEREIN.

    TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
    TRANSFERS IN WHOLE, BUT NOT IN PART, TO  NOMINEES OF
    CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
    SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
    GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
    ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
    SECTION 2.05 OF THE INDENTURE.

    SECTION 2.10.  Book-Entry Provisions for Global Note and 
                    -----------------------------------------
Regulation S Temporary Global Note.
- ----------------------------------

    (a)  Each of the Global Note and the Regulation S Temporary
Global Note initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, (ii) be delivered
to the Trustee as custodian for such Depository and (iii) bear
legends as set forth in Section 2.09 and Exhibit A-1, as
applicable, of this Indenture.

         Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect
to the Global Note or the Regulation S Temporary Global Note, as
applicable, held on their behalf by the Depository, or the
Trustee as its custodian, or under the Global Note or the
Regulation S Temporary Global Note, as applicable, and the
Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the
Global Note and the Regulation S Temporary Global Note for all
purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the
exercise of the rights of a holder of any Note.

    (b)  Transfers of the Global Note or the Regulation S
Temporary Global Note shall be limited to transfers in whole, but
not in part, to the Depository, its successors or their
respective nominees.  Interests of beneficial owners in the
Global Note or Regulation S Temporary Global Note may be
transferred or exchanged for Certificated Notes in accordance
with the rules and procedures of the Depository and the
provisions of Section 2.05 of this Indenture.  In addition,
Certificated Notes shall be transferred to all beneficial owners
in exchange for their beneficial interests (1) in the Global
Note, if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Global Note
and a successor depositary is not appointed by the Company within
90 days of such notice or (ii) an Event of Default has occurred
and is continuing and the Note registrar has received a written
request from the Depository to issue Certificated Notes and (2)
the Regulation S Temporary Global Note, upon (i) the expiration
of the 40-day restricted period and (ii) certification of
beneficial ownership of the Notes represented by the Regulation S
Temporary Global Note by non-U.S. Persons or U.S. Persons who
purchased such Notes in transactions that did not require
registration under the Securities Act of 1933.

    (c)  In connection with any transfer or exchange of a
portion of the beneficial interest in the Global Note or
Regulation S 

                                47

<PAGE>

<PAGE>

Temporary Global Note to beneficial owners pursuant to paragraph
(b) above, the Note registrar shall (if one or more Certificated
Notes are to be issued) reflect on its books and records the date
and a decrease in the principal amount of the Global Note or
Regulation S Temporary Global Note, as applicable, in an amount
equal to the principal amount of the beneficial interest in the
Global Note or Regulation S Temporary Global Note, as applicable,
to be transferred, and the Company shall execute, and the Trustee
shall authenticate and deliver, one or more Certificated Notes of
like tenor and amount.

    (d)  In connection with the transfer of the entire Global
Note or Regulation S Temporary Global Note to beneficial owners
pursuant to paragraph (b) above, the Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and
deliver to each beneficial owner identified by the Depository in
exchange for its beneficial interest in the Global Note, an equal
aggregate principal amount of Certificated Notes of authorized
denominations.

    (e)  Any Certificated Note constituting a Restricted
Security delivered in exchange for an interest in the Global Note
or Regulation S Temporary Global Note, as applicable, pursuant to
paragraph (b), (c) or (d) above shall, except as otherwise
provided by paragraph (e) of Section 2.05 of this Indenture, bear
the Private Placement Legend.

    (f)  The Holder of the Global Note or the Regulation S
Temporary Global Note may grant proxies and otherwise authorize
any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a
Holder is entitled to take under this Indenture or the Notes.


                          ARTICLE THREE

                REDEMPTION AND PURCHASES OF NOTES

    SECTION 3.01.  Redemption prices.  The Company may, at its 
                    -----------------
option, redeem at any time all or from time to time any part of
the Notes, on any date prior to maturity at the redemption prices
specified in the Notes, together with accrued and unpaid interest
thereon to but excluding the date fixed for redemption and in the
manner set forth in this Article Three.  The Company, however,
shall not have the right to redeem any of the Notes prior to
October 15, 2001.

    SECTION 3.02.  Notice of redemption; selection of Notes.  In 
                    ----------------------------------------
case the Company shall desire to exercise such right to redeem
all or, as the case may be, any part of the Notes in accordance
with the right reserved so to do, the Company, or, at the
Company's request, the Trustee in the name and at the expense of
the Company, shall fix a date for redemption and give notice of
such redemption to holders of the Notes to be redeemed as
hereinafter in this Section 3.02 provided.

    Notice of redemption shall be given to the holders of Notes
to be redeemed as a whole or in part by mailing by first-class
mail a notice of such redemption not less than fifteen nor more
than sixty days prior to the date fixed for redemption to their
last addresses as they shall appear upon the registry books of
the Company, but any failure to give such notice by mailing to
the holder of any Note designated for redemption as a whole or in
part, or any defect therein, shall not affect the validity of the
proceedings for the redemption of any other Notes.

    Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether
or not the holder receives the notice.

                                48

<PAGE>

<PAGE>

    Each such notice of redemption shall specify the total
principal amount to be redeemed, the date fixed for redemption
and the redemption price at which Notes are to be redeemed, and
shall state that payment of the redemption price of the Notes to
be redeemed will be made at the office or agency to be maintained
by the Company in accordance with the provisions of Section 4.02,
upon presentation and surrender of such Notes, that interest
accrued to but not including the date fixed for redemption will
be paid as specified in said notice, and that on and after said
date interest thereon will cease to accrue and that the only
remaining right of the noteholder is to receive payment of the
redemption price plus such accrued interest upon surrender.  If
less than all the Notes are to be redeemed, the notice of
redemption to each holder also shall state the aggregate
principal amount of Notes to be redeemed and shall identify the
Notes of such holder to be redeemed.  In case any Note is
redeemed in part only, the notice which relates to such Note
shall state the portion of the principal amount thereof to be
redeemed (which shall be $1,000 or an integral multiple thereof),
and shall state that on and after the date fixed for redemption,
upon surrender of such Note, the holder will receive, without
charge, a new Note or Notes of authorized denominations in the
principal amount thereof remaining unredeemed.  Each notice shall
give the name and address of each paying agent.

    On or prior to the date fixed for redemption specified in
the notice of redemption given as provided in this Section 3.02,
the Company will deposit with the Trustee or with one or more
paying agents (or, if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in
Section 4.04(c)) an amount of money sufficient to redeem on the
date fixed for redemption all the Notes or portions of Notes so
called for redemption (other than Notes or portions thereof
called for redemption on that date which have been delivered by
the Company to the Trustee for cancellation) at the applicable
redemption price, together with accrued interest to but not
including the date fixed for redemption.  

    If less than all the Notes then outstanding are to be
redeemed, the Company shall give the Trustee, at least
twenty-five days (or such shorter period acceptable to the
Trustee) in advance of the date fixed for redemption, notice of
the aggregate principal amount of Notes to be redeemed, and
thereupon the Trustee shall select in such manner as it shall
deem appropriate and fair, in its discretion, the Notes or
portions thereof to be redeemed and shall thereafter promptly
notify the Company of the Notes or portions thereof to be
redeemed within a sufficient period of time in order that the
notice provision in Section 3.02 may be satisfied.

    SECTION 3.03.  When Notes called for redemption become due 
                    -------------------------------------------
and payable.  If the giving of notice of redemption shall have 
- -----------
been completed as provided in Section 3.02, the Notes or portions
of Notes specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to (but not
including) the date fixed for redemption, and on and after such
date fixed for redemption (unless the Company shall default in
the payment of such Notes at the redemption price, together with
interest accrued to (but not including) the date fixed for
redemption) interest on the Notes or portions of Notes so called
for redemption shall cease to accrue whether or not such Notes
are presented for payment and such Notes or portions thereof
shall be deemed not to be outstanding hereunder and shall not be
entitled to any right or benefit hereunder except to receive
payment of the redemption price plus accrued interest to but not
including the redemption date.  On presentation and surrender of
such Notes for redemption at said place of payment in said notice
specified on or after the date fixed for redemption, the said
Notes shall be paid and redeemed by the Company at the applicable
redemption price, together with interest accrued to (but not
including) the date fixed for redemption.  If the date fixed for
redemption is an interest payment date, such payment shall not
include accrued interest, which interest shall be paid in the
usual manner 

                                49

<PAGE>

<PAGE>

otherwise provided for herein.  Upon presentation of any Note
which is redeemed in part only, the Company shall execute and
register and the Trustee shall authenticate and deliver to the
holder thereof at the expense of the Company, a new Note or Notes
in principal amount equal to the unredeemed portion of the Note
so presented.

    SECTION 3.04.  Cancellation of redeemed Notes.  All Notes 
                    ------------------------------
surrendered to the Trustee, upon redemption pursuant to the
provisions of this Article Three, shall be forthwith cancelled by
it.

    SECTION 3.05.  Purchase of Notes at option of the holder 
                    -----------------------------------------
upon Change of Control.
- ----------------------

    (a)  If on or prior to maturity, there shall have
occurred a Change of Control, the Company shall offer to purchase
each Note at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued and unpaid interest to (but
not including) the Change of Control Purchase Date (the "Change
of Control Purchase Price"), on the date that is thirty Business
Days after the occurrence of the Change of Control (the "Change
of Control Purchase Date"), subject to the satisfaction by or on
behalf of the holder of the requirements set forth in Section
3.05(c).  Following a Change of Control, the Company shall not be
obligated to purchase any Notes pursuant to this Section 3.05(a)
or give any notice under Section 3.05(b) with respect to any
subsequent Change of Control.  The Company's obligation to
purchase Notes as provided hereunder shall for all purposes
hereof be satisfied by, and shall cease upon, the deposit of
funds with the Trustee as provided for in Section 3.07.

    A "Change of Control" shall be deemed to have occurred at
such time as MAXXAM, directly or indirectly, shall cease to have
(other than by reason of the existence of a Lien but including by
reason of the foreclosure of or other realization upon a Lien)
direct or indirect sole beneficial ownership (as defined under
Regulation 13d-3 of the Exchange Act as in effect on the date of
this Indenture) of at least 40% of the total Voting Stock, on a
fully diluted basis, of the Company; provided, however, that such
ownership by MAXXAM, directly or indirectly, of 30% or greater,
but less than 40%, of the total Voting Stock, on a fully diluted
basis, of the Company shall not be a Change of Control if MAXXAM,
through direct representation or through persons nominated by it,
controls a majority of the Board of Directors of the Company
necessary to effectuate any actions by the Board of Directors of
the Company; and provided, further, that the foregoing minimum
percentages shall be deemed not satisfied if any person or group
(as defined in Section 13(d)(3) of the Exchange Act as in effect
on the date of this Indenture) shall, directly or indirectly, own
more of the total Voting Stock entitled to vote generally in the
election of directors of the Company than MAXXAM.

    "Voting Stock" means, with respect to any person, the
capital stock of such person having general voting power under
ordinary circumstances to elect at least a majority of the board
of directors, managers or trustees of such person (irrespective
of whether or not at the time capital stock of any other class or
classes shall have or might have voting power by reason of the
happening of any contingency).

    (b)  Within ten Business Days after the occurrence of a
Change of Control, the Company shall mail a written notice of
Change of Control by first-class mail to the Trustee and to each
holder (and to beneficial owners as required by applicable law,
including without limitation, Rule 13e-4 of the Exchange Act, if
applicable) and shall cause a copy of such notice to be published
in a daily newspaper of national circulation.  The notice shall
include a form of Change of Control Purchase Notice (as described
below) to be completed by the holder and shall state:

         (1)     the events causing a Change of Control and the date
    of such Change of Control;

                                50

<PAGE>

<PAGE>

         (2) the date by which the Change of Control Purchase
    Notice pursuant to this Section 3.05 must be given;

         (3) the Change of Control Purchase Date;

         (4) the Change of Control Purchase Price;

         (5) the name and address of the Trustee and the office
    or agency referred to in Section 4.02;

         (6) that the Notes must be surrendered to the Trustee
    or the office or agency referred to in Section 4.02 to
    collect payment;

         (7) that the Change of Control Purchase Price for any
    Note as to which a Change of Control Purchase Notice has
    been duly given and not withdrawn will be paid promptly
    following the later of the Change of Control Purchase Date
    and the time of surrender of such Note as described in (6);

         (8) the procedures the holder must follow to exercise
    rights under this Section 3.05 and a brief description of
    those rights; and

         (9) the procedures for withdrawing a Change of Control
    Purchase Notice.

    (c)  To accept the offer to purchase Notes described in
Section 3.05(a), a holder must deliver a written notice of
purchase (a "Change of Control Purchase Notice") to the Trustee
or to the office or agency referred to in Section 4.02 at any
time prior to the close of business on the Business Day
immediately preceding the Change of Control Purchase Date,
stating:

         (1) the name of the holder, the principal amount of
    Notes, the certificate number or numbers of the Note or
    Notes which the holder will deliver to be purchased and a
    statement that the offer to purchase is being accepted;

         (2) the portion of the principal amount of the Note
    which the holder will deliver to be purchased, which portion
    must be $1,000 or an integral multiple thereof; and

         (3) that such Note shall be purchased on the Change of
    Control Purchase Date pursuant to the terms and conditions
    specified in the Notes.

    The delivery of the Note, by hand or by registered mail
prior to, on or after the Change of Control Purchase Date
(together with all necessary endorsements), to the Trustee or to
the office or agency referred to in Section 4.02 shall be a
condition to the receipt by the holder of the Change of Control
Purchase Price therefor; provided, however, that such Change of
Control Purchase Price shall be so paid pursuant to this Section
3.05 only if the Note so delivered to the Trustee or such office
or agency shall conform in all respects to the description
thereof set forth in the related Change of Control Purchase
Notice; and provided, further that the Company shall have no
obligation to purchase any Notes with respect to which the Change
of Control Purchase Notice has not been received by the Company
prior to the close of business on the Business Day immediately
preceding the Change of Control Purchase Date.

                                51

<PAGE>

<PAGE>

    In the event that the offer to purchase described in Section
3.05(a) shall be accepted in accordance with the terms hereof,
the Company shall purchase from the holder thereof, pursuant to
this Section 3.05, a portion of a Note if the principal amount of
such portion is $1,000 or an integral multiple of $1,000. 
Provisions of this Indenture that apply to the purchase of all of
a Note also apply to the purchase of such portion of such Note.

    Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.05 shall be consummated by the
delivery by the Trustee or other paying agent of the
consideration to be received by the holder promptly following the
later of the Change of Control Purchase Date and the time of
delivery of the Note.

    Notwithstanding anything herein to the contrary, any holder
delivering to the Trustee or to the office or agency referred to
in Section 4.02, the Change of Control Purchase Notice
contemplated by this Section 3.05(c) shall have the right to
withdraw such Change of Control Purchase Notice by delivery of a
written notice of withdrawal to the Trustee or to such office or
agency in accordance with Section 3.06 at any time prior to the
close of business on the Business Day next preceding the Change
of Control Purchase Date.

    SECTION 3.06.  Effect of Change of Control Purchase Notice. 
                    -------------------------------------------
Upon receipt by the Company of the Change of Control Purchase
Notice specified in Section 3.05(c), the holder of the Note in
respect of which such Change of Control Purchase Notice was given
shall (unless such Change of Control Purchase Notice is withdrawn
as specified in the following paragraph) thereafter be entitled
to receive solely the Change of Control Purchase Price with
respect to such Note.  Such Change of Control Purchase Price
shall be due and payable as of the Change of Control Purchase
Date and shall be paid to such holder promptly following the
later of (x) the Change of Control Purchase Date (provided the
conditions in Section 3.05(c), as applicable, have been
satisfied) and (y) the date of delivery of such Note to the
Trustee or to the office or agency referred to in Section 4.02 by
the holder thereof in the manner required by Section 3.05(c). 

    A Change of Control Purchase Notice may be withdrawn by
means of a written notice of withdrawal delivered to the office
of the Trustee or to the office or agency referred to in Section
4.02 at any time on or prior to the close of business on the
Business Day next preceding the Change of Control Purchase Date,
specifying:

    (1)  the certificate number or numbers of the Note or
Notes in respect of which such notice of withdrawal is being
submitted;

    (2)  the principal amount of the Note or Notes with
respect to which such notice of withdrawal is being submitted;
and

    (3)  the principal amount, if any, of such Note or Notes
which remains subject to the original Change of Control Purchase
Notice, and which has been or will be delivered for purchase by
the Company.

    There shall be no purchase of any Notes pursuant to Section
3.05 if there has occurred (prior to, on or after, as the case
may be, the giving, by the holders of such Notes, of the required
Change of Control Purchase Notice), and is continuing an Event of
Default (other than a default in the payment of the Change of
Control Purchase Price with respect to such Notes).

                                52

<PAGE>

<PAGE>

    SECTION 3.07.  Deposit of Change of Control Purchase Price.  
                    -------------------------------------------
On or prior to the Change of Control Purchase Date, the Company
shall deposit with the Trustee (or, if the Company or a
Subsidiary or an Affiliate of either of them is acting as paying
agent, shall segregate and hold in trust as provided in Section
4.04(c)) an amount of cash in immediately available funds
sufficient to pay the aggregate Change of Control Purchase Price
of all the Notes or portions thereof which are to be purchased on
the Change of Control Purchase Date.  Upon such deposit, the
Company shall be deemed to have satisfied its obligations to
purchase Notes pursuant to Section 3.05.  If cash sufficient to
pay the Change of Control Purchase Price of all Notes or portions
thereof to be purchased on the Change of Control Purchase Date is
deposited with the Trustee as of the Change of Control Purchase
Date, interest shall cease to accrue (whether or not any such
Note is delivered to the Trustee or any other office or agency
maintained for such purpose) on such Notes (or portions thereof)
on and after the Change of Control Purchase Date, and the holders
thereof shall have no other rights as such (other than the right
to receive the Change of Control Purchase Price, upon surrender
of such Notes).

    SECTION 3.08.  Covenant to comply with securities laws upon 
                    --------------------------------------------
purchase of Notes.  In connection with any offer to purchase or 
- -----------------
any purchase of securities under Section 3.05 hereof, the Company
shall (i) comply with Section 14(e) under the Exchange Act (or
any successor provision thereof), if applicable, and (ii)
otherwise comply with all Federal and state securities laws
regulating the purchase of the Notes so as to permit the rights
and obligations under Section 4.05 to be exercised in the time
and in the manner specified in Sections 4.05 and 4.06.

    SECTION 3.09.  Repayment to the Company.  The Trustee shall 
                    -------------------------
return to the Company any cash, together with interest or
dividends, if any, thereon (subject to the provisions of Section
7.05) held by it for the payment of the Change of Control
Purchase Price of the Notes that remain unclaimed as provided in
Section 12.04 hereof; provided, however, that to the extent that
the aggregate amount of cash deposited by the Company pursuant to
Section 3.07 exceeds the aggregate Change of Control Purchase
Price of the Notes or portions thereof to be purchased on the
Change of Control Purchase Date, then promptly after the Change
of Control Purchase Date, the Trustee shall return any such
excess to the Company together with interest or dividends, if
any, thereon (subject to the provisions of Section 7.05).


                           ARTICLE FOUR

               PARTICULAR COVENANTS OF THE COMPANY

    The Company covenants as follows:

    SECTION 4.01.  Payments on the Notes.  The Company will duly 
                    ---------------------
and punctually pay or cause to be paid the principal of, premium,
if any, Change of Control Purchase Price, Asset Sale Purchase
Price and interest on each of the Notes at the time and place
such amounts may become due and payable and in the manner
provided in the Notes and this Indenture.

    SECTION 4.02.  Maintenance of office or agency for 
                    ------------------------------------
registration of transfer, exchange and payment of Notes.  So long 
- -------------------------------------------------------
as any of the Notes shall remain outstanding, the Company will
maintain an office or agency in the Borough of Manhattan, City of
New York, State of New York, where the Notes may be surrendered
for exchange or registration of transfer as in this Indenture
provided, and where notices and demands to or upon the Company in
respect to the Notes or of this Indenture may be served, and
where the Notes may be presented or surrendered for payment,
redemption or purchase.  The 

                                53

<PAGE>

<PAGE>

Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such 
                                --------  -------
designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough
of Manhattan, City of New York, State of New York for such
purposes.  The Company will give to the Trustee notice of the
location of any such office or agency and of any change of
location thereof.  In case the Company shall fail to maintain any
such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, such
surrenders, presentations and demands may be made and notices may
be served at the principal office of the Trustee in St. Paul,
Minnesota, and the Company hereby appoints the Trustee its agent
to receive at the aforesaid office all such surrenders,
presentations, notices and demands.

    SECTION 4.03.  Appointment to fill a vacancy in the office 
                    -------------------------------------------
of Trustee.  The Company, whenever necessary to avoid or fill a 
- ----------
vacancy in the office of Trustee, will appoint, in the manner
provided in Section 7.10, a Trustee, so that there shall at all
times be a Trustee hereunder.

    SECTION 4.04.  Provision as to paying agent.
                    ----------------------------

    (a)  If the Company shall appoint a paying agent other
than the Trustee, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provisions of this Section
4.04,

         (1) that it will hold all sums held by it as such agent
    for the payment of the principal of, premium, if any, Change
    of Control Purchase Price, Asset Sale Purchase Price or
    interest on the Notes (whether such sums have been paid to
    it by the Company or by any other obligor on the Notes) in
    trust for the benefit of the holders of the Notes, and will
    notify the Trustee of the receipt of sums to be so held,

         (2) that it will give the Trustee notice of any failure
    by the Company (or by any other obligor on the Notes) to
    make any payment of the principal of, premium, if any,
    Change of Control Purchase Price, Asset Sale Purchase Price
    or interest on the Notes when the same shall be due and
    payable, and

         (3) that it will at any time during the continuance of
    any Event of Default specified in subsection (a) or (b) of
    Section 6.01, upon the written request of the Trustee,
    deliver to the Trustee all sums so held in trust by it.

    If any obligations under the Credit Agreement are
outstanding, the Company will notify the Bank Agent of the name
and address of any paying agent other than the Company or the
Trustee.

    (b)  If the Company shall not act as its own paying
agent, it will, prior to each due date of the principal of,
premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price or interest on any Notes, deposit with such paying
agent a sum sufficient to pay the principal, premium, if any,
Change of Control Purchase Price, Asset Sale Purchase Price or
interest so becoming due, such sum to be held in trust for the
benefit of the holders of Notes entitled to such principal,
premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of its
failure so to act.

                                54

<PAGE>

<PAGE>

    (c)  If the Company shall act as its own paying agent,
it will, on or before each due date of the principal of, premium,
if any, Change of Control Purchase Price, Asset Sale Purchase
Price or interest on the Notes, set aside, segregate and hold in
trust for the benefit of the persons entitled thereto, a sum
sufficient to pay such principal, premium, if any, Change of
Control Purchase Price, Asset Sale Purchase Price or interest so
becoming due and will notify the Trustee of any failure to take
such action.

    (d)  Anything in this Section 4.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge of this Indenture, or for
any other reason, pay or cause to be paid to the Trustee all sums
held in trust by it, or by any paying agent hereunder, as
required by this Section 4.04, such sums to be held by the
Trustee upon the trusts herein contained.

    (e)  Anything in this Section 4.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided
in this Section 4.04 is subject to the provisions of Sections
12.03 and 12.04.

    SECTION 4.05.  Maintenance of corporate existence.  Subject 
                    ----------------------------------
to Article 11, so long as any of the Notes shall remain
outstanding, the Company will at all times (except as otherwise
provided or permitted in this Section 4.05 or elsewhere in this
Indenture) do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate
existence and the corporate existence of each Subsidiary;
provided, however, that nothing herein shall require the Company 
- --------  -------
to continue the corporate existence of any Subsidiary other than
a Subsidiary Guarantor (so long as any such Subsidiary is a
Subsidiary Guarantor) if in the judgment of the Company it shall
be necessary, advisable or in the interest of the Company to
discontinue the same; and provided, further, that any Subsidiary 
                          --------  -------
Guarantor may:

    (a)  merge or consolidate with or into the Company or
any other Subsidiary Guarantor or transfer all or substantially
all of its property to the Company or any other Subsidiary
Guarantor;

    (b)  merge or consolidate with or into any other Person
or transfer all or substantially all of its property to any other
Person as provided in Section 15.03; and

    (c)  liquidate or dissolve under the laws of its
jurisdiction of formation, provided that such Subsidiary

                           ---------
Guarantor is wholly owned directly by the Company and/or another
Subsidiary Guarantor.

    SECTION 4.06.  Officers' Certificate as to default and 
                    ----------------------------------------
statement as to compliance.  The Company will, so long as any of 
- --------------------------
the Notes are outstanding:

    (a)  deliver to the Trustee, promptly upon becoming
aware of any Event of Default or any event which after the
passage of time or notice would become an Event of Default, an
Officers' Certificate specifying such event or Event of Default;

    (b)  deliver to the Trustee within one hundred and
twenty days after the end of each fiscal year of the Company,
beginning with the fiscal year ending December 31, 1996, a
statement as to compliance signed on behalf of the Company by the
Chairman of the Board or the President or any Vice President and
by the Chief Financial Officer, Treasurer or Controller of the
Company stating as to each signer thereof that:

         (1) a review of the activities of the Company during
    such year and of performance under this Indenture has been
    made under his supervision, and

                                55

<PAGE>

<PAGE>

         (2) to the best of his knowledge, based on such review,
    there is no Event of Default or event which with notice or
    the passage of time would become an Event of Default which
    has occurred and is continuing, or, if there is such an
    event or Event of Default, specifying each such event or
    Event of Default known to him and the nature and status
    thereof; and

    (c)  deliver to the Trustee within five days after
becoming aware of the occurrence thereof written notice of any
acceleration which, with the giving of notice and the lapse of
time, would be an Event of Default within the meaning of Section
6.01(d).

    SECTION 4.07.  Usury laws.  The Company, to the extent it 
                    ----------
may lawfully do so, will not voluntarily claim, and will actively
resist any attempts to claim, the benefit of any usury laws
against any holder of the Notes.

    SECTION 4.08.  Restrictions on transactions with Affiliates 
                    --------------------------------------------
and Unrestricted Subsidiaries. 
- -----------------------------

    (a)  The Company shall not, and shall not permit any of
its Subsidiaries or its Non-Affiliate Joint Ventures to, enter
into any transaction or series of related transactions with any
Affiliate or Unrestricted Subsidiary of the Company, unless:

         (i) the terms thereof are no less favorable to the
    Company, such Subsidiary or such Non-Affiliate Joint
    Venture, as the case may be, than those that could
    reasonably be expected to be obtained in a comparable
    transaction with an unrelated Person,

         (ii)    such transaction or series of related transactions
    shall have been approved as meeting such standard, in good
    faith, by a majority of the independent members of the Board
    of Directors of the Company evidenced by a Board Resolution
    and

         (iii)   if the amount of such transaction or the
    aggregate amount of such series of related transactions is
    greater than $10,000,000 (which amount shall be calculated
    excluding the amount of Principal Products transferred to or
    from an Unrestricted Subsidiary in accordance with the
    proviso at the end of this clause (iii)), the Company, such
    Subsidiary and/or such Non-Affiliate Joint Venture, as the
    case may be, shall have received an opinion that such
    transaction or series of related transactions is fair to the
    Company, such Subsidiary and/or such Non-Affiliate Joint
    Venture, as the case may be, from a financial point of view,
    from an independent investment banking firm of national
    standing selected by the Company, provided that, in the case
    of this clause (iii), the Company, such Subsidiary and/or
    such Non-Affiliate Joint Venture shall not be required to
    procure any such opinion to the extent that such transaction
    involves the purchase or sale for cash of Principal Products
    from or to an Unrestricted Subsidiary (which Principal
    Products are used by the purchaser thereof in its operations
    in the ordinary course of business).

The Company shall deliver to the Trustee, within 60 days after
the end of each fiscal quarter of the Company, an Officers'
Certificate which (x) shall specify the aggregate dollar amount
of transactions (other than transactions referred to in Section
4.08(b) or in the proviso at the end of clause (iii) of this
Section 4.08(a)) with Affiliates or Unrestricted Subsidiaries of
the Company occurring during such fiscal quarter, and (y) with
respect to any transaction with an Affiliate or Unrestricted
Subsidiary of the Company, or series of related transactions
(other than transactions referred to in Section 4.08(b) or in the
proviso at the end of clause (iii) of this Section 4.08(a)) with
Affiliates or Unrestricted Subsidiaries of the Company, occurring
during such fiscal quarter, shall briefly describe such
transaction or transactions.

                                56

<PAGE>

<PAGE>

    (b)  The provisions contained in the foregoing
paragraphs of this Section 4.08 shall not apply to:

         (i) the making of any Restricted Payments, Restricted
    Investments and Unrestricted Subsidiary Investments
    otherwise permitted by Section 4.09 (other than
    4.09(b)(IV)),

         (ii)    the making of payments permitted by the Tax Sharing
    Agreements,

         (iii)   the making of payments to MAXXAM for
    reimbursement for actual services provided thereby to the
    Company or its Subsidiaries or Non-Affiliate Joint Ventures
    based on actual costs and an allocable share of overhead
    expenses,

         (iv)    compensation (in the form of reasonable director's
    fees and reimbursement or advancement of reasonable
    out-of-pocket expenses) paid to any director of the Company
    or its Subsidiaries or Non-Affiliate Joint Ventures for
    services rendered in such person's capacity as a director
    and indemnification and directors' and officers' liability
    insurance in connection therewith,

         (v) compensation, indemnification and other benefits
    paid or made available to officers and employees of the
    Company or its Subsidiaries or Non-Affiliate Joint Ventures
    for services actually rendered, comparable to those
    generally paid or made available by entities engaged in the
    same or similar businesses (including reimbursement or
    advancement of reasonable out-of-pocket expenses and
    directors' and officers' liability insurance),

         (vi)    loans to officers, directors and employees of the
    Company or its Subsidiaries for business or personal
    purposes and other loans and advances to such officers,
    directors and employees for travel, entertainment, moving
    and other relocation expenses, in each case made in the
    ordinary course of business and consistent with past
    practices of the Company and its Subsidiaries,

         (vii)   any amendment to the Existing Intercompany Note
    that extends the maturity thereof or reduces the interest
    rate thereon, or any other amendment thereto that does not
    materially adversely affect the holders of the Notes,

         (viii)  the dividend by the Company of all or any
    portion of the Existing Intercompany Note and accrued
    interest thereon,

         (ix)    any merger, consolidation, transfer or sale
    permitted by Section 11.01(b), and

         (x) any amendment to the Tax Sharing Agreements,
    provided that a majority of the independent members of the
    Board of Directors of the Company evidenced by a Board
    Resolution determines that such amendment would not
    materially adversely affect the holders of the Notes.  

    SECTION 4.09.  Limitations on Restricted Payments, 
                    -----------------------------------
Restricted Investments and Unrestricted Subsidiary Investments.
- ---------------------------------------------------------------

    (a)  The Company shall not, directly or indirectly,
(i) declare or pay any dividend or make any distribution in
respect of its Capital Stock (other than dividends payable in
Capital Stock of the Company 

                                57

<PAGE>

<PAGE>

other than Redeemable Stock), (ii) make or permit any of its
Subsidiaries to make any payment on account of the purchase,
redemption or other acquisition or retirement of any Capital
Stock of the Company other than through the issuance solely of
Capital Stock of the Company (other than Redeemable Stock) or
rights thereto, provided that any Subsidiary of the Company may
purchase Capital Stock of the Company from the Company or from
any other Subsidiary of the Company (which purchase shall not be
a Restricted Payment or a Restricted Investment), (iii) make or
permit any of its Subsidiaries to make any voluntary purchase,
redemption or other acquisition or retirement for value of any
Indebtedness that is subordinated (pursuant to its terms) in
right and priority of payment to the Notes or any Subsidiary
Guarantor's obligations under its Guarantee, as the case may be,
other than purchases, redemptions or other acquisitions or
retirements of Permitted Indebtedness described in clause (b) of
the definition thereof or purchases, redemptions or other
acquisitions otherwise permitted by the terms of this Indenture
(each of the foregoing in clauses (i), (ii) and (iii), a
"Restricted Payment"), (iv) to the extent the Company or its
Subsidiaries exercise actual control over a Non-Affiliate Joint
Venture existing on the date of this Indenture or formed or
acquired after the date of this Indenture (each a "Controlled
Non-Affiliate Joint Venture"), permit such Controlled
Non-Affiliate Joint Venture to make any Restricted Investment,
(v) make or permit any of its Subsidiaries to make any Restricted
Investment or (vi) make or permit any of its Subsidiaries to make
any Unrestricted Subsidiary Investment, unless at the time of,
and after giving effect to, each such Restricted Payment,
Restricted Investment or Unrestricted Subsidiary Investment:

         (A) no Event of Default (and no event that, after
    notice or lapse of time or both, would become an Event of
    Default) shall have occurred and be continuing (or would
    occur and be continuing after giving effect thereto); and

         (B) the Consolidated Fixed Charge Coverage Ratio of the
    Company is greater than 2.0 to 1; and

         (C) the sum of:

             (x) the aggregate amount expended for all
         Restricted Payments after December 31, 1992,

             (y) the aggregate amount expended for all
         Restricted Investments after the date of the 9-7/8% Note
         Indenture (less the amount of (1) such Restricted
         Investments returned in cash, or in property if made in
         property, (2) any guarantee that constitutes a
         Restricted Investment, to the extent it has been
         released, and (3) any direct liabilities or obligations
         to be assumed or discharged in connection with such
         Restricted Investments (in either case without recourse
         to the Company, any of its Subsidiaries or any
         Controlled Non-Affiliate Joint Venture) if such
         liability or obligation had been a liability or
         obligation of the Company, any of its Subsidiaries or
         any Controlled Non-Affiliate Joint Venture), and

             (z) the aggregate amount of Unrestricted
         Subsidiary Investments Outstanding

    (in each case, the amount expended for such Restricted
    Payments, Restricted Investments and Unrestricted Subsidiary
    Investments or the amount of any Restricted Investments
    returned, if paid or returned in property other than in cash
    or a sum certain guaranteed, to be the Fair Market Value of
    such property), would not exceed the sum of:

                                58

<PAGE>

<PAGE>

         (I) 50% of the Consolidated Net Income of the Company
    (or, if the aggregate Consolidated Net Income of the Company
    for any such period shall be a deficit, minus 100% of such
    deficit) accrued on a cumulative basis for the period (taken
    as one accounting period) from January 1, 1993 to the end of
    the Company's most recently ended fiscal quarter for which
    financial statements are available at the time such
    Restricted Payment, Restricted Investment or Unrestricted
    Subsidiary Investment is being made,

         (II)    the aggregate net proceeds, including the Fair
    Market Value of property other than cash, received by the
    Company as capital contributions to the Company after
    December 31, 1992, or from the issue or sale (other than to
    a Non-Affiliate Joint Venture or to a Subsidiary or an
    Unrestricted Subsidiary of the Company), after December 31,
    1992, of Capital Stock other than Redeemable Stock
    (including Capital Stock, other than Redeemable Stock,
    issued upon the conversion of, or in exchange for,
    indebtedness or Redeemable Stock, and including upon
    exercise of warrants or options or other rights to purchase
    such Capital Stock, issued after December 31, 1992), or from
    the issue or sale, after December 31, 1992 of any debt or
    other security of the Company convertible or exercisable
    into such Capital Stock that has been so converted or
    exercised, and

         (III)   50% of any dividends or other distributions
    consisting of cash or Cash Equivalents received, directly or
    indirectly, by the Company or a Subsidiary of the Company
    that is a Subsidiary Guarantor after the date of this
    Indenture from any Unrestricted Subsidiary to the extent
    that such dividends or other distributions are not required
    to reduce the amount of the Unrestricted Subsidiary
    Investments Outstanding in respect of such Unrestricted
    Subsidiary to zero;

    provided, however, that in no event shall the Company make,
    or permit any of its Subsidiaries to make, a Restricted
    Payment, Restricted Investment or Unrestricted Subsidiary
    Investment pursuant to this Section 4.09(a) to or in MAXXAM
    or any Affiliate of MAXXAM if, after giving effect thereto,
    (A) the aggregate amount of all Restricted Payments,
    Restricted Investments (less the amount of (1) such
    Restricted Investments returned in cash, or in property if
    made in property, (2) any guarantee that constitutes a
    Restricted Investment, to the extent it has been released,
    and (3) any direct liabilities or obligations to be assumed
    or discharged in connection with such Restricted Investments
    (in either case without recourse to the Company, any of its
    Subsidiaries or any Controlled Non-Affiliate Joint Venture)
    if such liability or obligation had been a liability or
    obligation of the Company, any of its Subsidiaries or any
    Controlled Non-Affiliate Joint Venture) and Unrestricted
    Subsidiary Investments Outstanding made pursuant to this
    Section 4.09(a) in any calendar year to or in MAXXAM or any
    Affiliate of MAXXAM, less (B) the aggregate amount of such
    Restricted Payments and Restricted Investments made to or in
    KAC in such calendar year which are distributed or paid
    within thirty days thereafter by KAC to its holders of
    Common Stock other than MAXXAM and any Affiliate of MAXXAM,
    would exceed (C) $75,000,000; and provided, further, that
    notwithstanding the foregoing, the Company may make any such
    Restricted Payment, Restricted Investment or Unrestricted
    Subsidiary Investment to or in MAXXAM or any Affiliate of
    MAXXAM if, after giving pro forma effect thereto, the
    Company's senior debt rating would be Baa3 (or the
    equivalent) or better by Moody's Investors Service, Inc. (or
    a successor rating agency) or BBB (or the equivalent) or
    better by Standard & Poor's Corporation (or a successor
    rating agency).

    (b)  The foregoing provisions of this Section 4.09 shall
not be violated by reason of:

                                59

<PAGE>

<PAGE>

         (I) the payment of any dividend or distribution or the
    redemption of any securities within 60 days after the date
    of declaration of such dividend or distribution or the
    giving of the formal notice by the Company of such
    redemption, if at said date of declaration of such dividend
    or distribution or the giving of the formal notice of such
    redemption, such dividend, distribution or redemption would
    have complied with Section 4.09(a);

         (II)    the retirement of any shares of the Company's
    Capital Stock by exchange for, or out of the proceeds of,
    the substantially concurrent sale (other than to a
    Non-Affiliate Joint Venture or to a Subsidiary or an
    Unrestricted Subsidiary of the Company) of other shares of
    its Capital Stock other than Redeemable Stock or out of the
    proceeds of a substantially concurrent capital contribution
    to the Company, provided, however, that, to the extent the
    proceeds are so used, a sale of Capital Stock or capital
    contribution permitted by this clause (II) shall be excluded
    in determining the aggregate net proceeds received by the
    Company referred to under clause (II) of Section 4.09(a);

         (III)   the payments provided for by clauses (ii),
    (iii), (iv) and (v) and the transactions described in
    clauses (vi), (vii), (viii) and (ix) (so long as, in the
    case of clause (ix), immediately following such transaction,
    the Consolidated Net Worth of the entity that survives such
    transaction is not materially lower than the Consolidated
    Net Worth of the Company immediately prior to such
    transaction) of Section 4.08(b);

         (IV)    the voluntary purchase, redemption or other
    acquisition or retirement for value of Indebtedness that is
    subordinated (pursuant to its terms) in right and priority
    of payment to the Notes or any Subsidiary Guarantor's
    obligation under its Guarantee, as the case may be, to the
    extent that the aggregate amount expended (exclusive of
    amounts expended pursuant to clauses (V) and (VIII) of this
    Section 4.09(b)) for all such voluntary purchases,
    redemptions or other acquisitions or retirements after the
    date of the 9-7/8% Note Indenture (the amount expended for
    such purchases, redemptions or other acquisitions or
    retirements, if paid in property other than in cash or a sum
    certain guaranteed, to be the Fair Market Value of such
    property) does not exceed the aggregate net proceeds,
    including the Fair Market Value of property other than cash,
    received by the Company or any Subsidiary Guarantor from the
    issue or sale (other than an issuance or sale to the
    Company, a Non-Affiliate Joint Venture or a Subsidiary or
    Unrestricted Subsidiary of the Company), after the date of
    the 9-7/8% Note Indenture, of Indebtedness that is
    subordinated (pursuant to its terms) in right and priority
    of payment to the Notes or such Subsidiary Guarantor's
    obligation under its Guarantee, as the case may be, and that
    is otherwise permitted to be incurred pursuant to this
    Indenture, provided, that, to the extent the proceeds of
    Indebtedness so subordinated to the Notes or any Subsidiary
    Guarantor's obligation under its Guarantee, as the case may
    be, are so used, the net proceeds of issuance of any such
    Indebtedness upon conversion into Capital Stock shall not be
    included in determining the aggregate net proceeds received
    by the Company referred to under clause (II) of Section
    4.09(a);

         (V) the voluntary purchase, redemption or other
    acquisition or retirement for value of any Indebtedness that
    is subordinated (pursuant to its terms) in right and
    priority of payment to the Notes or any Subsidiary
    Guarantor's obligation under its Guarantee, as the case may
    be, by exchange for, or out of the proceeds of, the
    substantially concurrent sale (other than to a Non-Affiliate
    Joint Venture or to a Subsidiary or an Unrestricted
    Subsidiary of the Company) of Capital Stock (other than
    Redeemable Stock) of the Company, provided, however, that,
    to the extent the proceeds are so used, the issuance of
    Capital Stock as permitted by this clause (V) shall 

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    not be included in determining the aggregate net proceeds
    received by the Company referred to under clause (II) of
    Section 4.09(a);

         (VI)    the payment of dividends on, and the purchase,
    redemption, retirement or other acquisition of, the USWA
    Preferred Stock or the Preferred Stock ($100), provided that
    no such payment is made, directly or indirectly, to an
    Affiliate of the Company;

         (VII)   the payment to KAC of an amount not to exceed
    $300,000 in any fiscal year for the payment of KAC's
    reasonable out-of-pocket expenses, provided that no part of
    such amount is paid directly or indirectly to any other
    Affiliate of the Company and that, at the time of each such
    payment, the Company is in compliance with clause (A) of
    Section 4.09(a);

         (VIII)  Restricted Payments, Restricted Investments and
    Unrestricted Subsidiary Investments after February 1, 1993,
    other than Restricted Payments, Restricted Investments and
    Unrestricted Subsidiary Investments permitted by Section
    4.09(a) or clauses (I) through (VII) of Section 4.09(b), in
    an aggregate amount such that the sum of:

             (x)  the aggregate amount expended for all such
         Restricted Payments after February 1, 1993 made pursuant
         to this clause (VIII);

             (y)  the aggregate amount of all Restricted
         Investments made after February 1, 1993 pursuant to this
         clause (VIII) (less the amount of (1) such Restricted
         Investments returned in cash, or in property if made in
         property, (2) any guarantee that constitutes a
         Restricted Investment, to the extent it has been
         released, and (3) any direct liabilities or obligations
         to be assumed or discharged in connection with such
         Restricted Investments (in either case without recourse
         to the Company, any of its Subsidiaries or any
         Controlled Non-Affiliate Joint Venture) if such
         liability or obligation had been a liability or
         obligation of the Company, any of its Subsidiaries or
         any Controlled Non-Affiliate Joint Venture); and

             (z)  the aggregate amount of Unrestricted
         Subsidiary Investments Outstanding made pursuant to this
         clause (VIII)

    (in each case, the amount expended for such Restricted
    Payments, Restricted Investments and Unrestricted Subsidiary
    Investments or the amount of any Restricted Investments
    returned, if paid or returned in property other than in cash
    or a sum certain guaranteed, to be the Fair Market Value of
    such property) would not exceed $50,000,000, provided that
    at the time of each such Restricted Payment, Restricted
    Investment or Unrestricted Subsidiary Investment made
    pursuant to this clause (VIII), no Event of Default (and no
    event that, after notice or  lapse of time or both, would
    become an Event of Default) shall have occurred and be
    continuing (or would occur and be continuing after giving
    effect thereto); and provided, further, that in no event
    shall the Company make, or permit any of its Subsidiaries to
    make, a Restricted Payment, Restricted Investment or
    Unrestricted Subsidiary Investment pursuant to this clause
    (VIII) to or in MAXXAM or any Affiliate of MAXXAM if, after
    giving effect thereto, (A) the aggregate amount of all
    Restricted Payments, Restricted Investments (less the amount
    of (1) such Restricted Investments returned in cash, or in
    property if made in property, (2) any guarantee that
    constitutes a Restricted Investment, to the extent it has
    been released, and (3) any direct liabilities or obligations
    to be assumed or discharged in connection with such
    Restricted Investments (in either case without recourse to
    the Company, any of its Subsidiaries or any Controlled

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    Non-Affiliate Joint Venture) if such liability or obligation
    had been a liability or obligation of the Company, any of
    its Subsidiaries or any Controlled Non-Affiliate Joint
    Venture) and Unrestricted Subsidiary Investments Outstanding
    made pursuant to this clause (VIII) to or in MAXXAM or any
    Affiliate of MAXXAM, less (B) the aggregate amount of such
    Restricted Payments and Restricted Investments made to or in
    KAC which are distributed or paid within thirty days
    thereafter by KAC to its holders of Common Stock other than
    MAXXAM and Affiliates of MAXXAM, would exceed
    (C) $20,000,000; and

         (IX) in the event that the Company merges with or into
    KAC and the Preferred Dividend Intercompany Notes are
    extinguished, the payment of dividends on shares of KAC's
    Preferred Redeemable Increased Dividend Equity Securities,
    8.255% PRIDES, Convertible Preferred Stock (the "PRIDES")
    and any other preferred stock of KAC the proceeds of which
    gave rise to a Preferred Dividend Intercompany Note, in an
    aggregate amount not to exceed the outstanding principal
    amount of such Preferred Dividend Intercompany Notes at the
    time of such merger.

No payments and other transfers made under clauses (II) through
(VII) and (IX) of this Section 4.09(b) shall reduce the amount
available for Restricted Payments, Restricted Investments and
Unrestricted Subsidiary Investments under Section 4.09(a);
payments and other transfers made under clauses (I) and (VIII) of
this Section 4.09(b) shall reduce the amount available for
Restricted Payments, Restricted Investments and Unrestricted
Subsidiary Investments under Section 4.09(a).

    The Board of Directors of the Company may designate any
Subsidiary to be an Unrestricted Subsidiary if such designation
would not cause an Event of Default (or event that, after notice
or lapse of time or both, would become an Event of Default).  For
purposes of making such determination, all outstanding
Unrestricted Subsidiary Investments by the Company and its
Subsidiaries in the Unrestricted Subsidiary so designated will be
deemed to be Unrestricted Subsidiary Investments Outstanding at
the time of such designation and will reduce the amount available
for Restricted Payments, Restricted Investments and Unrestricted
Subsidiary Investments under Section 4.09(a).  All such
Unrestricted Subsidiary Investments Outstanding will be deemed to
have been made at the time of such designation and to be in an
amount equal to the greater of (A) the net book value of such
Unrestricted Subsidiary Investments at the time of such
designation and (B) the Fair Market Value of such Unrestricted
Subsidiary Investments at the time of such designation.  Such
designation will only be permitted if such Unrestricted
Subsidiary Investments would be permitted at such time and if
such Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

    SECTION 4.10.  Limitation on Indebtedness and Preferred 
                    -----------------------------------------
Stock.
- ------

    (a)  The Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guarantee or become liable with respect to, or
extend the maturity of or become liable for the payment of,
contingently or otherwise (collectively, "Incur"), any preferred
stock (including preference stock) or Indebtedness, except that,
without duplication, the Company, the Subsidiary Guarantors and
Alpart may Incur preferred stock (including preference stock) or
Indebtedness (including, without duplication, guarantees of
Indebtedness of the Company and its Subsidiaries otherwise
permitted by this Indenture) if after giving effect thereto and
the receipt and application of the proceeds therefrom, and
assuming that the full amount of Indebtedness permitted to be
Incurred under Section 4.10(b)(ii) (after taking into account any
reduction in such amount as set forth in such Section
4.10(b)(ii)) has been Incurred (assuming, for purposes of this
calculation, an interest rate on such additional Indebtedness
equal to the weighted average interest rate on the Indebtedness
then outstanding under 

                                62

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Section 4.10(b)(ii)), the Consolidated Fixed Charge Coverage
Ratio of the Company is greater than 2.0 to 1; provided, however,
that Indebtedness of Alpart Incurred pursuant to this clause (a)
shall not exceed an aggregate of $150,000,000 at any one time
outstanding, plus an amount equal to the reasonable fees and
expenses in connection with the Incurrence of such Indebtedness.

    (b)  Notwithstanding the foregoing paragraph (a) of this
Section 4.10, the following shall be permitted:

         (i)   the Company and the Subsidiary Guarantors may
     Incur Indebtedness in respect of the Notes;

         (ii)  the Company and the Subsidiary Guarantors may
     Incur Indebtedness (without duplication), and the Bank
     Guarantors may guarantee such Indebtedness, under the Credit
     Agreement, in connection with Refinancing Sale and Leaseback
     Transactions or otherwise, in an aggregate amount at any one
     time outstanding not to exceed $400,000,000, as reduced from
     time to time by any permanent reduction in such amount as
     set forth in a Board Resolution;

         (iii)(A)  Alpart may Incur Indebtedness in an aggregate
     amount not to exceed $150,000,000 at any one time
     outstanding and (B) the Company, KJC and AJI (without
     duplication) may Incur Indebtedness in an aggregate amount
     not to exceed at any one time outstanding the product of
     (I) $150,000,000 multiplied by (II) the Company's then
     percentage ownership interest in Alpart; provided, however,
     that the aggregate Indebtedness (without duplication)
     Incurred pursuant to clauses (A) and (B) of this clause
     (b)(iii) may not exceed $150,000,000 at any one time
     outstanding; and provided, further, that in each case the
     proceeds of such Indebtedness are used solely for capital
     improvements and expenditures, expansion and working capital
     with respect to Alpart and/or to reimburse the partners of
     Alpart for advances to Alpart used solely for capital
     improvements and expenditures, expansion and working capital
     with respect to Alpart, plus in each case an amount equal to
     the reasonable fees and expenses in connection with the
     Incurrence of such Indebtedness;

         (iv)  the Company and/or KAAC (without duplication) may
     Incur Indebtedness in an amount not to exceed $75,000,000 at
     any one time outstanding, the proceeds of which are used
     solely for capital improvements and expenditures, expansion
     and working capital with respect to QAL and/or to reimburse
     the stockholders of QAL for advances to QAL used solely for
     capital improvements and expenditures, expansion and working
     capital with respect to QAL, plus an amount equal to the
     reasonable fees and expenses in connection with the
     Incurrence of such Indebtedness;

         (v)   VALCO may Incur Indebtedness, and the Company may
     guarantee such Indebtedness, in an aggregate amount (without
     duplication) not to exceed $25,000,000 at any one time
     outstanding, the proceeds of which are used solely for
     capital improvements and expenditures, expansion and working
     capital with respect to VALCO and/or to reimburse the
     shareholders of VALCO for advances to VALCO used solely for
     capital improvements and expenditures, expansion and working
     capital, plus an amount equal to the reasonable fees and
     expenses in connection with the Incurrence of such
     Indebtedness;

         (vi)  the Company and its Subsidiaries may Incur
     Indebtedness ("Refinancing Indebtedness") that serves to
     Refinance, in whole or in part, the Indebtedness permitted
     by 

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     clauses (a) and (b) of this Section 4.10 (the "Refinanced
     Indebtedness"), or any one or more successive Refinancings
     of any thereof; provided, however, that:

               (A)  such Refinancing Indebtedness is in an
         aggregate amount not to exceed the aggregate amount of
         such Refinanced Indebtedness (including accrued
         interest thereon and undrawn amounts under credit
         arrangements otherwise permitted to be Incurred
         pursuant to this Indenture), the amount of any premium
         required to be paid in connection with such Refinancing
         pursuant to the terms of such Refinanced Indebtedness
         or the amount of any reasonable and customary premium
         determined by the Company to be necessary to accomplish
         such Refinancing by means of a redemption, tender
         offer, privately negotiated transaction, defeasance or
         other similar transaction, and an amount equal to the
         reasonable fees and expenses in connection with the
         Incurrence of such Refinancing Indebtedness;

               (B)  neither the Company nor any of its
         Subsidiaries is an obligor of such Refinancing
         Indebtedness, except to the extent that such Person (I)
         was an obligor of such Refinanced Indebtedness or
         (II) is otherwise permitted, at the time such
         Refinancing Indebtedness is Incurred, to be an obligor
         of such Refinancing Indebtedness; and

               (C)  in the case of any Refinanced Indebtedness
         that is subordinated (pursuant to its terms) in right
         and priority of payment to the Notes or any Subsidiary
         Guarantor's obligation under its Guarantee, as the case
         may be, such Refinancing Indebtedness (I) has a final
         maturity and weighted average maturity at least as long
         as such Refinanced Indebtedness and (II) is
         subordinated (pursuant to its terms) in right and
         priority of payment to the Notes or such Subsidiary
         Guarantor's obligation under  its Guarantee, as the
         case may be, at least to the same extent as such
         Refinanced Indebtedness;

         (vii) the Company may Incur Capitalized Lease
     Obligations not exceeding $50,000,000 at any one time
     outstanding in connection with the sale and leaseback of all
     or a portion of the Company's interest in the Center for
     Technology, provided that the Net Cash Proceeds therefrom
     are applied as provided by Section 4.14;

         (viii)     the Company and its Subsidiaries may Incur
     Indebtedness, without duplication, the proceeds of which are
     used, directly or indirectly, (A) to finance the
     construction, acquisition and/or retrofitting of (I) a
     bauxite mine or mines and/or related facilities, (II) an
     alumina refinery or refineries, and/or related facilities,
     (III) an aluminum smelter or smelters and/or related
     facilities, and/or (IV) a fabrication plant or plants and/or
     related facilities (and, in each case, any direct or
     indirect interests therein; collectively, the "Facilities")
     and the reasonable fees and expenses in connection with the
     Incurrence of such Indebtedness, in an aggregate amount not
     to exceed $150,000,000 in any fiscal year (without
     cumulation of unused amounts to successive years); provided,
     however, that the aggregate amount of Indebtedness Incurred
     pursuant to subclause (A)(IV) of this clause (viii) shall
     not exceed $75,000,000 in any fiscal year (without
     cumulation of unused amounts to successive years), (B) to
     Refinance, in whole or in part, any Indebtedness permitted
     by this clause (viii) (including Indebtedness owed to the
     Company or a Subsidiary of the Company), or any one or more
     successive Refinancings of any thereof, provided, however,
     that such Refinancing Indebtedness is in an aggregate amount
     not to exceed the aggregate amount of such Refinanced
     Indebtedness, the amount of any premium required to be paid
     in connection with such Refinancing pursuant to the terms of
     such Refinanced 

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     Indebtedness or the amount of any reasonable and customary
     premium determined by the Company to be necessary to
     accomplish such Refinancing by means of a redemption, tender
     offer, privately negotiated transaction, defeasance, or
     other similar transaction, and an amount equal to the
     reasonable fees and expenses in connection with the
     Incurrence of such Refinancing Indebtedness and/or (C) to
     provide working capital in connection with or in respect of
     any of the Facilities and the reasonable fees and expenses
     in connection with the Incurrence of such Indebtedness,
     provided that (x) the amount of such Indebtedness that may
     be Incurred pursuant to this subclause (C) shall not exceed
     $40,000,000 in any fiscal year (without cumulation of unused
     amounts to successive years), and provided, further, that
     the aggregate amount of any Indebtedness Incurred pursuant
     to subclauses (A) and (C) of this clause (viii) shall not
     exceed $150,000,000 in any fiscal year (without cumulation
     of unused amounts to successive years), and (y) for purposes
     of computing the amount of Indebtedness Incurred pursuant to
     this clause (viii) at any time in any fiscal year, the
     amount of Indebtedness Incurred by any Subsidiary of the
     Company pursuant to this clause (viii) under lines of credit
     and/or revolving credit agreements in such fiscal year to
     such time shall not be deemed to exceed the amount of the
     net borrowings (i.e., aggregate borrowings during such
     fiscal year less aggregate repayments during such fiscal
     year) by such Subsidiary under lines of credit and/or
     revolving credit agreements to such time;

         (ix)  [intentionally omitted];

         (x)   the Company and its Subsidiaries may Incur
     preferred stock (including preference stock) that is not
     Redeemable Stock; provided, however, that in the case of
     preferred stock (including preference stock) Incurred by any
     Subsidiary of the Company that is not a Subsidiary
     Guarantor, such preferred stock shall be issued pro rata to
     the holders of Capital Stock of such Subsidiary;

         (xi)  the Company and its Subsidiaries may Incur
     preferred stock (including preferred stock and preference
     stock that is Redeemable Stock), provided that such
     preferred stock or preference stock is issued to the
     Company, any of its Subsidiaries or pro rata to the holders
     of Capital Stock of any such Subsidiary;

         (xii) the Company and its Subsidiaries may Incur
     Permitted Indebtedness; and

         (xiii)     the Company and its Subsidiaries may Incur
     Indebtedness in an amount at any one time outstanding not to
     exceed $75,000,000, provided that the amount of such
     Indebtedness that may be Incurred by Subsidiaries of the
     Company (other than Subsidiary Guarantors that are not
     Permitted Entities) shall not exceed $50,000,000 at any one
     time outstanding, and provided, further, that, to the extent
     any such Indebtedness is Incurred from a Bank or an
     affiliate thereof, the Bank Guarantors may guarantee such
     Indebtedness.

     (c) Notwithstanding the foregoing, no Subsidiary of the
Company shall assume, guarantee or in any other manner become
liable with respect to any Indebtedness of the Company or a
Subsidiary Guarantor (other than such Subsidiary) ("Other
Indebtedness") which is subordinated (pursuant to its terms) in
right and priority of payment to any other Indebtedness of the
Company or such Subsidiary Guarantor, unless such Subsidiary also
assumes, guarantees or otherwise becomes liable with respect to
the Notes on a substantially similar basis for so long as such
Subsidiary is liable with respect to such Other Indebtedness;
provided, however, that if such Other Indebtedness is
subordinated (pursuant to its 

                                65

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terms) in right and priority of payment to the Notes or any
Subsidiary Guarantor's obligation under its Guarantee, as the
case may be, any such assumption, guarantee or other liability of
such Subsidiary with respect to such Other Indebtedness shall be
subordinated to such Subsidiary's assumption, guarantee or other
liability with respect to the Notes to the same extent as such
subordinated Indebtedness is subordinated to the Notes or such
Subsidiary Guarantor's obligation under its Guarantee, as the
case may be; and provided, further, that this paragraph shall not
be applicable to any assumption, guarantee or other liability of
any Subsidiary of the Company which existed at the time such
Person became a Subsidiary of the Company and was not Incurred in
connection with, or in contemplation of, such Person becoming a
Subsidiary of the Company, or any Refinancing Indebtedness in
connection therewith complying with Section 4.10(b)(vi)
(provided, that the guarantee of such Refinancing Indebtedness is
on substantially the same terms as the guarantee of the
Refinanced Indebtedness).  In the event that any Subsidiary of
the Company (other than a Subsidiary Guarantor) is required to
guarantee the Notes pursuant to the next preceding sentence, the
Company shall cause such Subsidiary to (a) execute and deliver to
the Trustee a supplemental indenture in form and substance
reasonably satisfactory to the Trustee pursuant to which such
Subsidiary shall be named as an additional Subsidiary Guarantor
for so long as such Subsidiary Guarantor is so obligated with
respect to such Other Indebtedness and (b) deliver to the Trustee
an Opinion of Counsel reasonably satisfactory to the Trustee that
such supplemental indenture has been duly executed and delivered
by such Person.

     (d) For the purpose of determining compliance with this
Section 4.10, in the event that any Indebtedness is permitted to
be Incurred pursuant to more than one clause of Section 4.10(b),
the Incurrence of such Indebtedness shall not limit the amount of
Indebtedness otherwise permitted to be Incurred, and shall not be
required to be included under more than one such clause.

     SECTION 4.11.  Limitation on Liens.
                    -------------------

     (a) The Company shall not, and shall not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of their respective U.S. Fixed Assets to secure,
directly or indirectly, any Indebtedness, unless the Notes are
equally and ratably secured on a senior basis for so long as such
secured Indebtedness is so secured.

     (b) Notwithstanding anything to the contrary, this Section
4.11 shall not prohibit:

         (i)   Liens on the Permitted Collateral securing
     outstanding Indebtedness permitted by this Indenture in an
     aggregate principal amount not to exceed the Maximum Secured
     Amount at the time such Indebtedness is Incurred;

         (ii)  Liens in existence on the date of this Indenture
     after giving effect thereto which Liens, if such Liens
     secure a single or related items of Indebtedness in a
     principal amount in excess of $5,000,000, are referred to in
     Schedule A hereto;

         (iii) Liens in favor of the Company or any
     Subsidiary Guarantor;

         (iv)  Liens on U.S. Fixed Assets of a person existing at
     the time such person is merged into or consolidated with the
     Company or any Subsidiary of the Company, provided, that
     such Liens were in existence prior to the contemplation of
     such merger or consolidation and do not extend to any other
     U.S. Fixed Assets of the Company or any Subsidiary of the
     Company;

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         (v)   Liens on U.S. Fixed Assets existing at the time of
     acquisition thereof by the Company or any Subsidiary of the
     Company, provided, that such Liens were in existence prior
     to the contemplation of such acquisition and do not extend
     to any other U.S. Fixed Assets of the Company or any
     Subsidiary of the Company;

         (vi)  Liens securing Indebtedness permitted by clauses
     (vii) and (viii) of Section 4.10(b), provided, that such
     Liens do not extend to any U.S. Fixed Assets other than the
     Center for Technology in the case of clause (vii) and the
     applicable Facility or Facilities in the case of
     clause (viii), and, in each case, together with any
     Improvements thereto or thereon and any proceeds thereof; 

         (vii) Liens securing Indebtedness permitted by
     clause (e) of the definition of Permitted Indebtedness;

         (viii)     Liens securing the Indebtedness permitted by
     clauses (iii), (iv) or (v) of Section 4.10(b), provided that
     such Liens do not extend to any U.S. Fixed Assets other than
     (a) Permitted Collateral (in which case the principal amount
     of such Indebtedness shall be included in the calculation of
     the Maximum Secured Amount for purposes of clause (i) of
     this paragraph and such Liens shall only be permitted if the
     requirements of clause (i) are satisfied) and (b) the
     Capital Stock and assets of Alpart, KJC and AJI in the case
     of clause (iii), the Capital Stock and assets of KAAC in the
     case of clause (iv), and the Capital Stock and assets of
     VALCO in the case of clause (v), plus, in each case, the
     proceeds thereof;

         (ix)  Liens securing Indebtedness consisting of
     Capitalized Lease Obligations, mortgage financings,
     industrial revenue bonds or other monetary obligations, in
     each case incurred for the purpose of financing all or any
     part of the purchase price or cost of construction or
     installation of U.S. Fixed Assets used in the business of
     the Company and its Subsidiaries, or repairs, additions or
     Improvements to such U.S. Fixed Assets, provided, that such
     Liens (a) secure Indebtedness in an amount not in excess of
     the original purchase price or the original cost of any such
     U.S. Fixed Assets or repair, addition or Improvement thereto
     (plus an amount equal to the reasonable fees and expenses in
     connection with the Incurrence of such Indebtedness), (b) do
     not extend to any other U.S. Fixed Assets (other than
     Improvements thereto or thereon and any proceeds thereof) of
     the Company or any Subsidiary of the Company (and, in the
     case of a repair, addition or Improvement, such Lien extends
     only to the U.S. Fixed Assets (and Improvements thereto or
     thereon) repaired, added to or improved), and (c) secure
     Indebtedness incurred no later than 180 days after the
     acquisition or final completion of such construction,
     repair, addition or Improvement;

         (x)   Liens securing any Refinancings (in whole or in
     part) of any Indebtedness secured by the Liens described in
     clauses (ii), (iv), (v), (vi), (viii) or (ix) of this
     paragraph, and any successive Refinancings of any thereof
     (together with any increased amount of such Indebtedness
     specifically permitted pursuant to Section 4.10(b) (to cover
     the reasonable fees and expenses incurred in connection with
     a Refinancing)), provided that each such Lien (unless
     otherwise permitted by this paragraph) does not extend to
     any additional U.S. Fixed Assets (other than Improvements
     thereto or thereon and any proceeds thereof);

         (xi)  Liens on U.S. Fixed Assets securing Indebtedness
     in an aggregate principal amount not to exceed $10,000,000;
     and

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         (xii) Liens on any U.S. Fixed Assets consisting of
     easements, covenants, restrictions, exceptions, reservations
     and similar matters which do not materially impair the use
     of such U.S. Fixed Assets for the uses for which it is held
     and which Liens are granted to secure Indebtedness secured
     by Liens permitted by the foregoing clauses (i) through
     (xi).

     (c) For purposes of this Section 4.11, the Notes will be
considered equally and ratably secured on a senior basis with any
other Lien if the Lien securing the Notes is of at least equal
priority and covers the same U.S. Fixed Assets as such other
Lien, provided, that if the Indebtedness secured by such other
Lien is expressly subordinated in right and priority of payment
by its terms to the Notes, the Lien securing the Notes will be
senior to such other Lien.

     (d) For the purpose of determining compliance with this
Section 4.11, in the event that any Lien is permitted pursuant to
more than one clause of Section 4.11(b), such Lien shall not
limit any other Lien otherwise permitted, and shall not be
required to be included under more than one such clause.

     SECTION 4.12.  Subsidiary guarantees, etc.
                    ---------------------------

     (a) If the Company or any Subsidiary Guarantor shall
transfer or cause to be transferred, in one or a series of
related transactions, any property or assets (including, without
limitation, businesses, divisions, real property, assets or
equipment) to any Subsidiary of the Company or to any
Non-Affiliate Joint Venture of the Company, the Company shall
cause such transferee Subsidiary or Non-Affiliate Joint Venture
to (i) execute and deliver to the Trustee a supplemental
indenture in form and substance reasonably satisfactory to the
Trustee pursuant to which such transferee Subsidiary or
Non-Affiliate Joint Venture shall be named as an additional
Subsidiary Guarantor and (ii) deliver to the Trustee an Opinion
of Counsel reasonably satisfactory to the Trustee that such
supplemental indenture has been duly executed and delivered by
such Person.

     (b) The provisions set forth in the immediately preceding
paragraph shall not apply to the following transfers of property
or assets by the Company or any Subsidiary Guarantor:

         (A)   transfers of property or assets (other than cash)
     to Subsidiaries of the Company and Non-Affiliate Joint
     Ventures, provided that such transfer is made in exchange
     for cash in an amount equal to the Fair Market Value of such
     property or assets;

         (B)   transfers of property or assets to Subsidiary
     Guarantors;

         (C)   the use of the proceeds of Indebtedness described
     in Sections 4.10(b)(iii), (iv), (v) and (viii);

         (D)   transfers to Alpart of the proceeds of
     Indebtedness described in Section 4.10(a) to the extent that
     Alpart is an obligor or guarantor of such Indebtedness;

         (E)   the provision of, and the payment for, goods and
     services, working capital and technology to Subsidiaries of
     the Company and Non-Affiliate Joint Ventures, in each case
     in the ordinary course of the businesses in which the
     Company or its Subsidiaries or its Non-Affiliate Joint
     Ventures were engaged on the date of this Indenture or
     reasonably related extensions thereof;

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         (F)   transfers of assets to a Subsidiary of the Company
     immediately prior to the sale of such Subsidiary;

         (G)   transfers of cash or Cash Equivalents to
     Non-Affiliate Joint Ventures engaged or to be engaged in the
     business of bauxite mining and/or alumina refining and/or
     aluminum smelting and/or fabrication and/or reasonably
     related extensions thereof;

         (H)   transfers of cash, Cash Equivalents, property or
     other assets to a Permitted Entity in exchange for Permitted
     Entity Securities of such Permitted Entity if, immediately
     after giving effect to such transfer, such Permitted Entity
     remains a Permitted Entity;

         (I)   transfers of Capital Stock or other equity
     interests to the issuer of such Capital Stock or other
     equity interests such that immediately after giving effect
     to such transfer and related transfers, the proportional
     beneficial ownership by the transferor of the class of
     Capital Stock or equity interests so transferred is not
     reduced; and

         (J)   other transfers of assets, provided that the
     aggregate amount thereof (if other than cash, such amount
     shall be the Fair Market Value of such asset at the time of
     such transfer), less the aggregate amount of such assets
     returned to the Company or any Subsidiary Guarantor (if
     returned other than in cash, the amount of such assets shall
     be the Fair Market Value of such assets at the time so
     returned), does not exceed, in the aggregate, the greater of
     (i) $25,000,000 or (ii) 5% of the Company's Consolidated Net
     Worth, calculated after giving effect to such transfers and
     returns.

     (c) If any of the Company's existing or future Subsidiaries
(other than a Bank Guarantor) or existing or future Non-Affiliate
Joint Ventures shall guarantee, directly or indirectly, or become
a direct obligor with respect to, Indebtedness under the Credit
Agreement or any Refinancings thereof, the Company shall cause
each such Subsidiary or Non-Affiliate Joint Venture to (A)
execute and deliver to the Trustee a supplemental indenture in
form and substance reasonably satisfactory to the Trustee
pursuant to which such Subsidiary or Non-Affiliate Joint Venture
shall be named as an additional Subsidiary Guarantor for as long
as such Subsidiary or Non-Affiliate Joint Venture is so obligated
with respect to such Indebtedness and (B) deliver to the Trustee
an Opinion of Counsel reasonably satisfactory to the Trustee that
such supplemental indenture has been duly executed and delivered
by such Person.

     (d) Sections 4.12(a) and (b) shall not apply to any
Restricted Investment or Restricted Payment otherwise permitted
by Section 4.09.

     (e) The Company shall not permit any Permitted Entity to
cease to be a Permitted Entity except:

         (i)   pursuant to a liquidation or dissolution of such
     Permitted Entity or a transfer of all or substantially all
     of the properties and assets of such Permitted Entity to its
     Equity Owners in proportion to their interests, including by
     way of merger or consolidation of such Permitted Entity with
     or into its sole Equity Owner;

         (ii)  pursuant to a sale in compliance with Section 4.14
     of all of the Permitted Entity Securities of such Permitted
     Entity held directly or indirectly by the Company or any
     Subsidiary Guarantor; or

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         (iii) if such Permitted Entity becomes a
     Subsidiary Guarantor.

     (f) Notwithstanding anything in this Section 4.12 to the
contrary, VALCO shall be permitted to merge with or into, or
distribute substantially all of its assets and liabilities to, a
Permitted Entity, provided that, at the time of such merger or
distribution, such Permitted Entity has no more than $50,000 of
assets other than Capital Stock or other similar interests in
VALCO. Upon the consummation of any transaction contemplated by
this clause (f), the entity surviving such merger or distribution
shall not be required (i) to become a Subsidiary Guarantor
pursuant to this Section 4.12 or (ii) if such entity has no
assets except as contemplated in this clause (f) or meets the
conditions of this Section 4.12, to remain a Permitted Entity
pursuant to this Section 4.12.

     SECTION 4.13.  Limitation on dividends and other payment 
                    -----------------------------------------
restrictions affecting Subsidiaries.  The Company shall not, and 
- -----------------------------------
shall not permit its Subsidiaries to, create or otherwise suffer
to exist any consensual encumbrances or restrictions on the
ability of any Subsidiary to pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness owed
to the Company or any Subsidiaries of the Company or to make
loans or advances or transfer any of its assets to the Company or
any Subsidiary of the Company; provided, however that this 
                               --------  -------
Section 4.13 shall not prohibit Permitted Dividend Encumbrances.

     SECTION 4.14.  Limitation on Asset Sales.
                    -------------------------

     (a) The Company shall not, and shall not permit any of its
Subsidiaries to, consummate any Asset Sale unless at least 75% of
the consideration therefor received by the Company or such
Subsidiary (exclusive of indemnities) is in the form of cash or
Cash Equivalents, provided that this sentence shall not apply to
the sale or disposition of assets as a result of a foreclosure
(or a secured party taking ownership of such assets in lieu of
foreclosure) or as a result of an involuntary proceeding in which
the Company cannot, directly or through its Subsidiaries, direct
the type of proceeds received.  The amount of (i) any liabilities
of the Company or any Subsidiary of the Company that are actually
assumed by the transferee in such Asset Sale, or for which the
Company and its Subsidiaries are fully released, shall be deemed
to be cash for purposes of determining the percentage of cash
consideration received by the Company or its Subsidiaries and
(ii) any notes or other obligations received by the Company or
any Subsidiary of the Company from such transferee that are
immediately converted (or are converted within thirty days of the
related Asset Sale) by the Company or such Subsidiary into cash
shall be deemed to be cash for purposes of determining the
percentage of cash consideration received by the Company or its
Subsidiaries.

     (b) The Company shall apply any Net Cash Proceeds received
after the date of this Indenture to (A) the prepayment of
Indebtedness in respect of or under the Credit Agreement and any
other Indebtedness of the Company (other than the Notes) entitled
to receive payment pursuant to the terms thereof (excluding
Indebtedness that is subordinated by its terms to the Notes or
the Guarantee thereof) (the "Specified Pari Passu Indebtedness"),
unless the holders thereof elect not to receive such prepayment
and (B) an offer to purchase (an "Asset Sale Offer") the then
outstanding Notes, on any Business Day occurring no later than
175 days after the receipt by the Company (or any of its
Subsidiaries, if applicable) of such Net Cash Proceeds (the
"Asset Sale Purchase Date," which date shall be deferred to the
extent necessary to permit the Asset Sale Offer to remain open
for the period required by applicable law), at a price (the
"Asset Sale Purchase Price") equal to 100% of the principal
amount thereof together with accrued and unpaid interest, if any,
to but not including the Asset Sale Purchase Date pursuant to the
provisions set forth below.  Such Asset Sale Offer with respect
to the Notes shall be in an aggregate 

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principal amount (the "Asset Sale Offer Amount") equal to the Net
Cash Proceeds (rounded down to the nearest $1,000) from the Asset
Sales to which the Asset Sale Offer relates multiplied by a
fraction, the numerator of which is the principal amount of the
Notes outstanding (determined as of the close of business on the
day immediately preceding the date notice of such Asset Sale
Offer is mailed) and the denominator of which is the principal
amount of the Notes outstanding plus the aggregate principal
amount of Indebtedness under the Credit Agreement and the
Specified Pari Passu Indebtedness outstanding (determined as of
the close of business on the day immediately preceding the date
notice of such Asset Sale Offer is mailed).  If (x) no
Indebtedness is outstanding in respect of or under the Credit
Agreement or the Specified Pari Passu Indebtedness or (y) the
holders of such Indebtedness entitled to receive payment elect
not to receive the payments provided for in the previous
sentence, or (z) the application of such Net Cash Proceeds
results in the complete prepayment of such Indebtedness, then in
each case any remaining portion of such Net Cash Proceeds will be
required to be applied to an Asset Sale Offer to purchase the
Notes.

     (c) Notice of an Asset Sale Offer shall be mailed by the
Company to all holders at their last registered address within
145 days of the receipt by the Company or any of its Subsidiaries
of such Net Cash Proceeds.  The Asset Sale Offer shall remain
open from the time of mailing until the last Business Day before
the Asset Sale Purchase Date, but in no event for a period less
than twenty-four days or less than that required by applicable
law.  The notice shall state:

         (1)   that the Asset Sale Offer is being made pursuant
     to this Section 4.14;

         (2)   the Asset Sale Offer Amount, the purchase price
     and the Asset Sale Purchase Date;

         (3)   the name and address of the Trustee and that Notes
     must be surrendered to the Trustee to collect the purchase
     price;

         (4)   that any Note not tendered or accepted for payment
     will continue to accrue interest;

         (5)   that any Note accepted for payment pursuant to the
     Asset Sale Offer shall cease to accrue interest on and after
     the Asset Sale Purchase Date;

         (6)   that each holder electing to have a Note purchased
     pursuant to an Asset Sale Offer will be required to
     surrender the Note, with the form entitled "Option of Holder
     to Elect Purchase" on the reverse of the Note (the "Asset
     Sale Purchase Notice") completed, to the Trustee at the
     address specified in the notice at least five Business Days
     before the Asset Sale Purchase;

         (7)   that holders will be entitled to withdraw their
     election if the Trustee receives, not later than one
     Business Day prior to the Asset Sale Purchase Date, a
     telegram, telex, facsimile transmission or letter setting
     forth the name of the holder, the principal amount of the
     Notes the holder delivered for purchase, the certificate
     number of each Note the holder delivered for purchase and a
     statement that such holder is withdrawing his, her or its
     election to have such Notes purchased;

                                71

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         (8)   that if Notes in a principal amount in excess of
     the Asset Sale Offer Amount are surrendered pursuant to the
     Asset Sale Offer, the Company shall purchase Notes on a pro 
                                                             ---
     rata basis (with such adjustments as may be deemed 
     ----
     appropriate by the Company so that only Notes in
     denominations of $1,000 or integral multiples thereof shall
     be acquired); and

         (9)(x)  that Notes may be purchased in whole or in part
     (in denominations of $1,000 or integral multiples thereof)
     and (y) that holders whose Notes are purchased only in part
     will be issued new Notes equal in principal amount to the
     unpurchased portion of the Notes surrendered.

     On or before the Asset Sale Purchase Date, the Company shall
(i) accept for payment Notes (having denominations of $1,000 or
integral multiples thereof) surrendered pursuant to the Asset
Sale Offer (on a pro rata basis if required pursuant to paragraph 
                 --- ----
(c)(8) above), (ii) deposit by 10:30 a.m. New York City time, on
the Asset Sale Purchase Date, with the Trustee money in
immediately available funds sufficient to pay the Asset Sale
Purchase Price of all Notes or portions thereof so accepted and
(iii) deliver Notes so accepted to the Trustee together with an
Officers' Certificate stating the Notes or portions thereof
accepted for payment by the Company.  The Trustee shall promptly
mail or deliver to holders of Notes so accepted payment in an
amount equal to the purchase price, and the Company shall execute
and the Trustee shall promptly authenticate and mail or deliver
to such holders a new Note equal in principal amount to any
unpurchased portion of the Note surrendered.  Any Notes not so
accepted shall be promptly mailed or delivered to the holder
thereof.  The Company will publicly announce the results of the
Asset Sale Offer on, or as soon as practicable after, the Asset
Sale Purchase Date. 

     Notwithstanding the foregoing, the Company shall not be
required to make an Asset Sale Offer until the aggregate amount
of Net Cash Proceeds so to be applied pursuant to this Section
4.14 exceeds $25,000,000 (the "Twenty-Five Million Threshold") 
and then the total amount of such Net Cash Proceeds shall be
required to be so applied in accordance with this Section 4.14. 
The Company may credit against its obligation to offer to
repurchase Notes pursuant to this Section 4.14 the principal
amount of Notes acquired or held by the Company subsequent to the
date of the Asset Sale giving rise to such Asset Sale Offer and
surrendered for cancellation or redeemed or called for redemption
subsequent to such date and not previously used to satisfy any
obligation of the Company to redeem or offer to purchase Notes. 
In no event shall any Net Cash Proceeds that are applied to an
Asset Sale Offer be required to be applied to more than one Asset
Sale Offer.

     (d) Notwithstanding the provisions of clauses (a) and (b)
of this Section 4.14, the Company shall have no obligation to
make an Asset Sale Offer pursuant to this Section 4.14, if, and
to the extent, the Company or any of its Subsidiaries commits
within 140 days of the receipt of such Net Cash Proceeds to
reinvest (whether by acquisition of an existing business or
expansion, including, without limitation, capital expenditures)
such Net Cash Proceeds in one or more of the lines of business
(including capital expenditures) in which the Company or its
Subsidiaries or its Non-Affiliate Joint Ventures were engaged on
the date of this Indenture or reasonably related extensions of
such lines of business, provided that such Net Cash Proceeds are
substantially so utilized no later than the last day of the
twelfth consecutive month (or, in the event the amount of such
Net Cash Proceeds from a single Asset Sale or series of related
Asset Sales exceeds $200,000,000, the twenty-fourth consecutive
month) following the month in which such Net Cash Proceeds are
received.

     (e) Notwithstanding the foregoing, if an Asset Sale
consists of a sale of (i) all or a portion of the property, plant
or equipment of the Company's Gramercy alumina refinery or Nevada
micromill, whether now owned or hereafter acquired, or any
proceeds thereof or (ii) any U.S. Fixed Assets acquired 

                                72

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after the date of this Indenture which do not constitute
Permitted Collateral, the Company shall make an Asset Sale Offer
with the Net Cash Proceeds received from such Asset Sale (without
regard to the Twenty-Five Million Threshold) to the extent the
Company has not committed within 140 days of the receipt of such
Net Cash Proceeds to reinvest (whether by acquisition of an
existing business or expansion, including, without limitation,
capital expenditures) such Net Cash Proceeds in U.S. Fixed Assets
(other than Permitted Collateral), provided that such Net Cash
Proceeds are substantially so utilized no later than the last day
of the twelfth consecutive month (or, in the event the amount of
such Net Cash Proceeds from a single Asset Sale or series of
related Asset Sales exceeds $200,000,000, the twenty-fourth
consecutive month) following the month in which such Net Cash
Proceeds are received.

     SECTION 4.15.  Limitations on Unrestricted Subsidiaries. 
                    -----------------------------------------
(i) The Company shall not permit any of its Unrestricted
Subsidiaries to guarantee or otherwise directly or indirectly
provide credit support for any Indebtedness of the Company or any
of its Subsidiaries, (ii) in the event that an Unrestricted
Subsidiary of the Company Incurs Indebtedness that does not
involve an Unrestricted Subsidiary Investment by the Company or
any of its Subsidiaries in such Unrestricted Subsidiary pursuant
to the definition of "Unrestricted Subsidiary Investment," the
Company will cause such Unrestricted Subsidiary to notify the
lenders thereof in writing that such lenders will not have any
recourse to the stock or assets of the Company or any of its
Subsidiaries and (iii) the Company shall cause each of its
Unrestricted Subsidiaries to have at all times at least one
director on its board of directors that is not a director or
executive officer of the Company or any of its Subsidiaries and
to have at all times at least one executive officer that is not a
director or executive officer of the Company or any of its
Subsidiaries (except for any period not exceeding 30 days
following the death or resignation of any such director or
executive officer).

                           ARTICLE FIVE

              NOTEHOLDERS' LISTS AND REPORTS BY THE
                     COMPANY AND THE TRUSTEE

     SECTION 5.01.  Company to furnish Trustee information as to 
                    --------------------------------------------
names and addresses of noteholders.  The Company will furnish or 
- ----------------------------------
cause to be furnished to the Trustee:

     (a) semi-annually, not more than fifteen days after each
record date for the payment of interest, a list, in such form as
the Trustee may reasonably require, of the names and addresses of
the noteholders as of such record date as the case may be, and

     (b) at such other times as the Trustee may request in
writing, within thirty days after the receipt by the Company of
any such request, a list of similar form and content as of a date
not more than fifteen days prior to the time such list is
furnished;

provided, however, that so long as the Trustee is the Note
registrar, no such list shall be required to be furnished.  Any
such list may be dated as of a date not more than fifteen days
prior to the time such information is furnished or caused to be
furnished, and need not include information received after such
date.

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     SECTION 5.02. Preservation and disclosure of lists.
                   ------------------------------------

     (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and
addresses of the holders of Notes (1) contained in the most
recent list furnished to it as provided in Section 5.01 and (2)
received by it in the capacity of paying agent (if so acting) or
Note registrar.

     The Trustee may destroy any list furnished to it as provided
in Section 5.01 upon receipt of a new list so furnished.

     (b) In case three or more holders of Notes (hereinafter
referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant
has owned a Note for a period of at least six months preceding
the date of such application, and such application states that
the applicants desire to communicate with other holders of Notes
with respect to their rights under this Indenture or under the
Notes, and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of
such application, at its election either

         (1)   afford such applicants access to the information
     preserved at the time by the Trustee in accordance with the
     provisions of subsection (a) of this Section 5.02, or

         (2)   inform such applicants as to the approximate
     number of holders of Notes whose names and addresses appear
     in the information preserved at the time by the Trustee in
     accordance with the provisions of subsection (a) of this
     Section 5.02, and as to the approximate cost of mailing to
     such noteholders the form of proxy or other communication,
     if any, specified in such application.

     If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each noteholder whose name
and address appears in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a)
of this Section 5.02, a copy of the form of proxy or other
communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests
of the holders of Notes or would be in violation of applicable
law.  Such written statement shall specify the basis of such
opinion.  After opportunity for hearing upon the objections
specified in the written statement so filed, the Commission may,
and if demanded by the Trustee or by such applicants shall, enter
an order either sustaining one or more of such objections or
refusing to sustain any of them.  If the Commission shall enter
an order refusing to sustain any of such objections, or if, after
the entry of an order sustaining one or more of such objections,
the Commission shall find, after notice and opportunity for
hearing, that all objections so sustained have been met, and
shall enter an order so declaring, the Trustee shall mail copies
of such material to all noteholders with reasonable promptness
after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application.

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     (c) Each and every holder of the Notes, by receiving and
holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any paying agent nor the
Note registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses
of the holders of Notes in accordance with the provisions of
subsection (b) of this Section 5.02, regardless of the source
from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material
pursuant to a request made under said subsection (b), nor shall
any such disclosure be deemed a violation of existing law, or any
law hereafter enacted which does not specifically refer to
Section 312 of the Trust Indenture Act of 1939.

     SECTION 5.03.  Reports by the Company.
                    ----------------------

     (a) The Company covenants and agrees to file with the
Trustee within fifteen days after the Company is required to file
the same with the Commission, copies of the annual reports and of
the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may
be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act.  If the Company is not subject
to the requirements of Section 13 or 15(d) of the Exchange Act,
the Company shall nonetheless file with the Commission and the
Trustee copies of such annual reports and such information,
documents and other reports as it would file if it were subject
to the requirements of Section 13 or 15(d) of the Exchange Act.

     (b) The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such
additional information, documents, and reports with respect to
compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to
time by such rules and regulations, including, in the case of
annual reports, certificates or opinions of independent public
accountants, conforming to the requirements of Section 14.05, as
to compliance with conditions or covenants, compliance with which
is subject to verification by accountants.

     (c) The Company covenants and agrees to transmit to the
holders of Notes within thirty days after the filing thereof with
the Trustee, in the manner and to the extent provided in
subsection (c) of Section 5.04 with respect to reports pursuant
to subsection (a) of said Section 5.04, such summaries of any
information, documents and reports required to be filed by the
Company pursuant to subsections (a) and (b) of this Section 5.03 
as may be required by rules and regulations prescribed from time
to time by the Commission.

     (d) The Company covenants and agrees to furnish to the
Trustee, not less often than annually, a brief certificate from
the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this
Indenture.  For purposes of this paragraph (d), such compliance
shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

     (e) For so long as any Restricted Securities remain
outstanding, the Company and the Subsidiary Guarantors covenant
and agree to furnish to the Holders of the Notes and to
securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act of 1933.

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     SECTION 5.04.  Reports by the Trustee.
                    ----------------------

     (a) On or before May 15, 1997, and on or before May 15 in
every year thereafter, so long as any Notes are outstanding
hereunder, the Trustee, if required to do so by the provisions of
the Trust Indenture Act of 1939, shall transmit to the
noteholders, as hereinafter in this Section 5.04 provided, a
brief report dated as of March 15 of the year in which such
report is made with respect to any of the following events which
may have occurred within the previous 12 months (but if no such
event has occurred within such period no report need be
transmitted):

         (1)   any change to its eligibility under Section 7.09
     and its qualifications under Section 7.08;

         (2)   the creation of or any material change to a
     relationship specified in paragraphs (1) through (10) of
     Section 7.08(c);

         (3)   the character and amount of any advances (and if
     the Trustee elects so to state, the circumstances
     surrounding the making thereof) made by the Trustee (as
     such) which remain unpaid on the date of such report, and
     for the reimbursement of which it claims or may claim a lien
     or charge, prior to that of the Notes, on any property or
     funds held or collected by it as Trustee, except that the
     Trustee shall not be required (but may elect) to state such
     advances if such advances so remaining unpaid aggregate not
     more than 0.5% of the principal amount of the Notes
     outstanding on the date of such report;

         (4)   the amount, interest rate, and maturity date of
     all other indebtedness owing by the Company (or by any other
     obligor on the Notes) to the Trustee in its individual
     capacity, on the date of such report, with a brief
     description of any property held as collateral security
     therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in paragraph
     (2), (3), (4) or (6) of subsection (b) of Section 7.13;

         (5)   any change to the property and funds, if any,
     physically in the possession of the Trustee (as such) on the
     date of such report; and

         (6)   any action taken by the Trustee in the performance
     of its duties under this Indenture which it has not
     previously reported and which in its opinion materially
     affects the Notes, except action in respect of a default,
     notice of which has been or is to be withheld by it in
     accordance with the provisions of Section 6.07.

     (b) The Trustee shall transmit to the noteholders, as
hereinafter provided, a brief report with respect to the
character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this
Section 5.04 (or if no such report has yet been so transmitted,
since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge
prior to that of the Notes on property or funds held or collected
by it as Trustee, and which it has not previously reported
pursuant to this subsection, except that the Trustee shall not be
required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the
principal amount of Notes outstanding at such time, such report
to be transmitted within ninety days after such time.

                                76

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<PAGE>

     (c) Reports pursuant to this Section 5.04 shall be
transmitted by mail (i) to all holders of Notes, as the names and
addresses of such holders appear upon the registry books of the
Company, (ii) to all noteholders who have, within the two years
preceding such transmission, filed their names and addresses with
the Trustee for that purpose, and, (iii) except in the case of
reports pursuant to Section 5.04(b), to all holders of Notes
whose names and addresses have been furnished to or obtained by
the Trustee pursuant to Section 5.01.

     (d) A copy of each such report shall, at the time of such
transmission to noteholders, be filed by the Trustee with each
stock exchange (if any) upon which the Notes are listed or
admitted for trading and also with the Commission.  The Company
will notify the Trustee when and as the Notes become listed on
any stock exchange.

                           ARTICLE SIX

             REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                       ON EVENT OF DEFAULT

     SECTION 6.01.  Events of Default defined.  In case one or 
                    -------------------------
more of the following Events of Default shall have occurred and
be continuing:

     (a) default in the payment of any installment of interest
upon any of the Notes as and when the same shall become due and
payable, and continuance of such default for a period of thirty
days; or

     (b) default in the payment of the principal of, Change of
Control Purchase Price, Asset Sale Purchase Price, or premium, if
any, on any of the Notes as and when the same shall become due
and payable either at maturity, upon redemption or purchase by
the Company pursuant to Article Three, by declaration or
otherwise; or

     (c) failure on the part of the Company, duly to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Company in the Notes or in this
Indenture for a period of sixty days after the date on which
written notice of such failure, which notice must specify the
failure, demand it be remedied and state that the notice is a
"Notice of Default," shall have been given to the Company by the
Trustee by registered mail, which notice the Trustee shall give
upon receipt of requests to do so by the holders of at least 25%
of the aggregate principal amount of the Notes at the time
outstanding, or to the Company and the Trustee by the holders of
at least 25% of the aggregate principal amount of the Notes at
the time outstanding; or

     (d) a default under any mortgage, indenture, or instrument
under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company
or any Subsidiary, whether such indebtedness now exists or shall
hereafter be created, in an aggregate principal amount exceeding
$25,000,000, which default (a) in the case of a failure to make
payment on any such indebtedness, shall not have been waived,
cured or otherwise ceased to exist within 30 days thereafter, or
(b) in the case of any default other than a payment default
referred to in clause (a), shall have resulted in such
indebtedness becoming or being declared due and payable prior to
the date on which it would otherwise have become due and payable,
or with respect to which the principal amount remains unpaid upon
its stated maturity; or 

                                77

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     (e) a final judgment which, together with other outstanding
final judgments against the Company and its Significant
Subsidiaries, exceeds an aggregate of $25,000,000 (to the extent
such judgments are not covered by valid and collectible insurance
from solvent unaffiliated insurers) shall be entered against the
Company and/or its Significant Subsidiaries and (i) within 30
days after entry thereof, judgments exceeding such amount shall
not have been discharged, settled or bonded or execution thereof
stayed pending appeal or, within 30 days after the expiration of
any such stay, such judgments exceeding such amount shall not
have been discharged, settled or bonded or execution thereof
stayed or (ii) an enforcement proceeding shall have been
commenced (and not discharged, settled or bonded or execution
thereof stayed) by any creditor upon judgments exceeding such
amount; or

     (f) a court having jurisdiction in the premises shall have
entered a decree or order for relief against the Company in an
involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for all or any
substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and such decree or order shall have
remained unstayed and in effect for a period of ninety
consecutive days; or

     (g) the Company shall have commenced a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall have consented to the entry of an
order for relief in an involuntary case under any such law, or
shall have consented to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of the Company or for all or
any substantial part of its property, or shall have made an
assignment for the benefit of creditors, or shall have taken any
corporate action in furtherance of any of the foregoing; or

     (h) the Guarantee of any Subsidiary Guarantor shall be held
to be unenforceable or invalid by a final non-appealable order or
judgment issued by a court of competent jurisdiction or shall
cease for any reason to be in full force and effect with respect
to such Subsidiary Guarantor, or any Subsidiary Guarantor or any
Person acting by or on behalf of any Subsidiary Guarantor shall
deny or disaffirm its obligations under its Guarantee;

then, in the case of an Event of Default specified in clause (a),
(b), (c), (d), (e) or (h), and in each and every such case,
unless the principal of all the Notes shall have already become
due and payable, either the Trustee or the holders of not less
than 25% of the aggregate principal amount of the Notes then
outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by noteholders), may, and the Trustee
shall if requested to do so by the holders of not less than 25%
of the aggregate principal amount of the Notes then outstanding
hereunder, declare the principal amount and accrued interest to
the date of declaration of all the Notes to be due and payable
immediately.  Upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture
or in the Notes contained to the contrary notwithstanding.  If an
Event of Default specified in clause (f) or (g) above occurs,
such amount shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the
Trustee or any noteholder.  

     SECTION 6.02.  Payment of Notes on default; suit therefor.  
                    ------------------------------------------
The Company covenants that (1) in case default shall be made in
the payment of any installment of interest on any of the Notes,
as and when the same shall become due and payable, and such
default shall have continued for a period of thirty days, or (2)
in case default shall be made in the payment of the principal of,
and premium, if any, Change of Control Purchase Price or Asset
Sale Purchase Price on any of the Notes when the same shall have

                                78

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<PAGE>

become due and payable, whether upon maturity of the Notes or
upon redemption or purchase by the Company pursuant to Article
Three or upon declaration or otherwise then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Notes, the whole amount that then shall have
become due and payable on all such Notes for such amounts, as the
case may be, with interest upon the overdue principal, premium,
if any, Change of Control Purchase Price or Asset Sale Purchase
Price, as the case may be, and installments of interest (to the
extent permitted by law) at the rate of interest borne by the
Notes; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents,
attorneys and counsel, and any expense or liabilities incurred by
the Trustee hereunder other than through its negligence or bad
faith.

     In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of
an express trust, shall be entitled and empowered to institute
any actions or proceedings at law or in equity for the collection
of the sums so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other
obligor upon the Notes, and collect in the manner provided by law
out of the property of the Company or any other obligor upon the
Notes wherever situated the moneys adjudged or decreed to be
payable.

     In case there shall be pending proceedings for the
bankruptcy or for the reorganization of the Company or any other
obligor upon the Notes under any applicable bankruptcy,
insolvency or similar law or in case a receiver or trustee shall
have been appointed for the property of the Company or such other
obligor, or in case of any other similar judicial proceedings
relative to the Company or any other obligor upon the Notes, or
to creditors or property of the Company or such other obligor,
the Trustee, irrespective of whether the principal, Change of
Control Purchase Price or Asset Sale Purchase Price, as the case
may be, of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered
by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal,
premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price and interest owing and unpaid in respect of the
Notes, and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee
and of the noteholders allowed in any judicial proceeding
relative to the Company or any other obligor upon the Notes, its
creditors, or its property, and to collect and receive any moneys
or other property payable or deliverable on any such claims, and
to distribute the same after the deduction of its reasonable
charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the
noteholders to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such
payments directly to the noteholders, to pay to the Trustee any
amount due it for compensation and expenses, including reasonable
counsel fees incurred by it up to the date of such distribution. 
To the extent that such payment of reasonable compensation,
expenses, liabilities and counsel fees out of the estate in any
such proceedings shall be denied for any reason, payment of the
same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, moneys, securities and other
property which the holders of the Notes may be entitled to
receive in such proceedings, whether in liquidation or under any
plan of reorganization or arrangement or otherwise.

     All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the
Trustee without the possession of any of the Notes, or the
production thereof on any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the
Trustee shall 

                                79

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<PAGE>

be brought in its own name as trustee of an express trust, and
any recovery of judgment, subject to the payment of the
reasonable expenses, disbursements and compensation of the
Trustee, its agents and attorneys, shall be for the ratable
benefit of the holders of the Notes.

     SECTION 6.03.  Application of moneys collected by Trustee. 
                    ------------------------------------------
Any moneys collected by the Trustee pursuant to Section 6.02
shall be applied to the payment of all amounts due the Trustee
pursuant to Section 7.06 and thereafter in the order following,
at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Notes, and stamping
thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:

         FIRST:   In case no principal of, Change of Control
     Purchase Price or Asset Sale Purchase Price on the
     outstanding Notes shall have become due and be unpaid, to
     the payment of interest on the Notes, in the order of the
     maturity of the installments of such interest, with interest
     upon the overdue installments of interest (so far as
     permitted by law and to the extent that such interest has
     been collected by the Trustee) at the rate of interest borne
     by the Notes, such payments to be made ratably to the
     persons entitled thereto, without discrimination or
     preference;

         SECOND: In case any principal of, Change of Control
     Purchase Price or Asset Sale Purchase Price on the
     outstanding Notes shall have become due, by declaration or
     otherwise, to the payment of the whole amount then owing and
     unpaid upon the Notes for principal, premium, if any, Change
     of Control Purchase Price, Asset Sale Purchase Price and
     interest, as the case may be, with interest on the overdue
     principal, premium, if any, Change of Control Purchase
     Price, Asset Sale Purchase Price and installments of
     interest (so far as permitted by law and to the extent that
     such interest has been collected by the Trustee), as the
     case may be, at the rate of interest borne by the Notes; and
     in case such moneys shall be insufficient to pay in full the
     whole amount so due and unpaid upon the Notes, then to the
     payment of such principal, premium, if any, Change of
     Control Purchase Price, Asset Sale Purchase Price and
     interest, without preference or priority of any one such
     applicable amount over another, or of any installment of
     interest over any other installment of interest, ratably to
     the aggregate of such principal, premium, if any, Change of
     Control Purchase Price, Asset Sale Purchase Price and
     accrued and unpaid interest; and

         THIRD: To the payment of the remainder, if any, to the
     Company, its successors or assigns, or to whosoever may be
     lawfully entitled to receive the same, or as a court of
     competent jurisdiction may direct.

     SECTION 6.04.  Limitation on suits by holders of Notes.  No 
                    ----------------------------------------
holder of any Note shall have any right by virtue or by availing
of any provision of this Indenture to institute any suit, action
or proceeding or to seek any remedy in equity or at law upon or
under or with respect to this Indenture or the Notes or for the
appointment of a receiver or trustee, or for any other remedy,
unless such holder previously shall have given to the Trustee
written notice of default and of the continuance thereof, as
hereinabove provided, and unless also the holders of not less
than 25% of the aggregate principal amount of the Notes then
outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding or to seek such remedy
in its own name as Trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for sixty days after its receipt of
such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have
been given to the Trustee pursuant to 

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<PAGE>

Section 6.06; it being understood and intended, and being
expressly covenanted by the taker and holder of every Note with
every other taker and holder and the Trustee, that no one or more
holders of Notes shall have any right in any manner whatever by
virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any
other of such Notes, or to obtain or seek to obtain priority over
or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of
Notes. For the protection and enforcement of the provisions of
this Section 6.04, each and every noteholder and the Trustee
shall be entitled to such relief as can be given either at law or
in equity.

     Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Note to receive payment
of the principal of, premium, if any, Change of Control Purchase
Price, Asset Sale Purchase Price and interest, as the case may
be, on such Note, on or after the respective due dates expressed
in such Note, or to institute suit for the enforcement of any
such payment on or after such respective dates or to demand
purchase of its Notes pursuant to Article Three or Section 4.14,
shall not be impaired or affected without the consent of such
holder.

     SECTION 6.05.  Proceedings by Trustee; remedies cumulative 
                    -------------------------------------------
and continuing; delay or omission not waiver of default.  In case 
- -------------------------------------------------------
of a default hereunder, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture
by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to
enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law. All powers and remedies given by
this Article Six to the Trustee or to the noteholders shall, to
the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies
available to the Trustee or the holders of the Notes, by judicial
proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any
holder of any of the Notes to exercise any right or power
accruing upon any default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed to be
a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy
given by this Article Six or by law to the Trustee or to the
noteholders may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the noteholders.

     SECTION 6.06.  Rights of holders of majority in principal 
                    ------------------------------------------
amount of Notes to direct Trustee and to waive defaults.  The 
- -------------------------------------------------------
holders of a majority of the aggregate principal amount of the
Notes at the time outstanding (determined as provided in Section
8.04), or, if a record date is set in accordance with Section
8.05, as of such record date, shall have the right to direct the
time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee; provided, however, that subject to the
provisions of Section 7.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee shall
determine that the action so directed may not lawfully be taken,
or if the Trustee in good faith shall, by a responsible officer
or officers of the Trustee, determine that the proceedings so
directed would be illegal or involve it in personal liability or
be unjustly prejudicial to the noteholders not joining therein,
and provided further that nothing in this Indenture shall impair
the right of the Trustee in its discretion to take any action
deemed proper by the Trustee and which is not inconsistent with
such direction by noteholders. Prior to the declaration of the
maturity of the Notes as provided in Section 6.01, the holders of
a majority of the aggregate principal amount of the Notes at the
time outstanding (determined as provided in Sections 8.04 

                                81

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<PAGE>

and 8.05) may on behalf of the holders of all of the Notes waive
any past default hereunder and its consequences, except a default
in the payment of principal of, premium, if any, Change of
Control Purchase Price, Asset Sale Purchase Price or interest on
any of the Notes or a default under Article Four or any other
covenant or provision of this Indenture which under Article Ten
cannot be modified or amended without the consent of the holder
of each outstanding Note. In the case of any such waiver the
Company, the Trustee and the holders of the Notes shall be
restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent
or other default or impair any right consequent thereon.

     SECTION 6.07.  Trustee to give notice of defaults known to 
                    -------------------------------------------
it, but may withhold in certain circumstances.  The Trustee 
- ---------------------------------------------
shall, within ninety days after the occurrence of a default
hereunder, give to the noteholders, in the manner and to the
extent provided in subsection (c) of Section 6.04 with respect to
reports pursuant to subsection (a) of Section 6.04, notice of
such defaults known to the Trustee unless such defaults shall
have been cured or waived before the giving of such notice (the
term "defaults" for the purposes of this Section 6.07 being
hereby defined to be the events specified in clauses (a), (b),
(c), (d), (e), (f), (g) and (h) of Section 6.01, not including
any periods of grace provided for in clauses (a), (c), (d) and
(e), respectively, and irrespective of the giving of notice
specified in clauses (c) and (d)); provided that, except in the
case of default in the payment of the principal of, premium, if
any, Change of Control Purchase Price, Asset Sale Purchase Price
or interest on any of the Notes, the Trustee shall be protected
in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of
directors and/or responsible officers of the Trustee in good
faith determines that the withholding of such notice is in the
interest of the noteholders.

     SECTION 6.08.  Requirement of an undertaking to pay costs in 
                    ---------------------------------------------
certain suits under the Indenture or against the Trustee.  All 
- --------------------------------------------------------
parties to this Indenture agree, and each holder of any Note by
his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant
in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the
provisions of this Section 6.08 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any
noteholder, or group of noteholders, holding in the aggregate
more than 10% of the aggregate principal amount of the Notes
outstanding, or to any suit instituted by any noteholder for the
enforcement of the payment of the principal of, premium, if any,
Change of Control Purchase Price, Asset Sale Purchase Price or
interest on any Note on or after the due date expressed in such
Note.

     SECTION 6.09.  Waiver of stay or extension laws.  The 
                    --------------------------------
Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do
so) hereby expressly waives all benefits or advantage of any such
law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no
such law had been enacted.

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                          ARTICLE SEVEN

                      CONCERNING THE TRUSTEE

     SECTION 7.01.  Duties and responsibilities of Trustee.  The 
                    --------------------------------------
Trustee, prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture. In case an Event
of Default has occurred (which has not been cured or waived) the
Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

     No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct;
provided, however, that

     (a) prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may
have occurred:

         (1)   the duties and obligations of the Trustee shall be
     determined solely by the express provisions of this
     Indenture, and the Trustee shall not be liable except for
     the performance of such duties and obligations as are
     specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture
     against the Trustee; and

         (2)   in the absence of bad faith on the part of the
     Trustee, the Trustee may conclusively rely, as to the truth
     of the statements and the correctness of the opinions
     expressed therein, upon any certificates or opinions
     furnished to the Trustee and conforming to the requirements
     of this Indenture; but in the case of any such certificates
     or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture;

     (b) the Trustee shall not be liable for any error of
judgment made in good faith by a responsible officer or officers
of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and

     (c) the Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of the holders of not less than
a majority in principal amount of the Notes at the time
outstanding (determined as provided in Section 8.04 or 8.05)
relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Indenture.

     None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or
powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

                                83

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<PAGE>

     SECTION 7.02.  Reliance on documents, opinions, etc.  
                    -------------------------------------
Subject to the provisions of Section 7.01:

     (a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, note or other paper or document believed
by it to be genuine and to have been signed or presented by the
proper party or parties;

     (b) any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an instrument
signed in the name of the Company by the Chairman of the Board,
the President or any Vice President and the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer
(unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors of the
Company may be evidenced to the Trustee by a copy thereof
certified by the Secretary or any Assistant Secretary of the
Company;

     (c) the Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

     (d) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the noteholders, pursuant
to the provisions of this Indenture, unless such noteholders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may
be incurred therein or thereby; but nothing herein contained
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or
waived), to exercise such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

     (e) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred
upon it by this Indenture;

     (f) prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all Events of
Default, the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, note or other paper or document, unless
requested in writing so to do by the holders of not less than a
majority in aggregate principal amount of the Notes then
outstanding (determined as provided in Section 8.04 or 8.05);
provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the
Trustee may require from the noteholders reasonable indemnity
against such expenses or liability as a condition to so
proceeding. The reasonable expenses of every such examination
shall be paid by the Company or, if paid by the Trustee, shall be
repaid by the Company upon demand; and

     (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys.

                                84

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<PAGE>

     SECTION 7.03.  No responsibility for recitals, etc.  The 
                    ------------------------------------
recitals contained herein and in the Notes (other than the
certificate of authentication on the Notes) shall be taken as the
statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes
no representation as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee shall not be accountable
for the use or application by the Company of any of the Notes or
of the proceeds of such Notes, or for the use or application of
any moneys paid over by the Trustee in accordance with any
provision of this Indenture, or for the use or application of any
moneys received by any paying agent other than the Trustee.

     SECTION 7.04.  Trustee, paying agent or Note registrar may 
                    -------------------------------------------
own Notes.  The Trustee, any paying agent or Note registrar, in 
- ---------
its individual or any other capacity, may become the owner or
pledgee of Notes with the same rights it would have if it were
not Trustee, paying agent or Note registrar.

     SECTION 7.05.  Moneys received by Trustee to be held in 
                    ----------------------------------------
trust without interest.  Subject to the provisions of Section 
- ----------------------
12.04, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other
funds except to the extent required by law or by any national
securities exchanges on which the Notes are listed or admitted
for trading.  The Trustee shall be under no liability for
interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

     SECTION 7.06.  Compensation and expenses of Trustee.  The 
                    ------------------------------------
Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compen-
sation (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and
the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred
or made by the Trustee in connection with the acceptance or
administration of its trust under this Indenture (including the
reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.  The Company also covenants to indemnify
the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on
the part of the Trustee or its agents and arising out of or in
connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any
claim of liability under this Indenture in connection with the
exercise of its powers or duties hereunder.  The obligations of
the Company under this Section 7.06 to compensate the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture or
resignation or removal of the Trustee.  Such additional
indebtedness shall be secured by a Lien upon all property and
funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Notes.

     SECTION 7.07.  Right of Trustee to rely on Officers' 
                    -------------------------------------
Certificate where no other evidence specifically prescribed.  
- ------------------------------------------------------------
Subject to the provisions of Section 7.01, whenever in the
administration of the provisions of this Indenture, the Trustee
shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers'
Certificate delivered to the Trustee, and such Certificate, in
the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this
Indenture in reliance thereon.

                                85

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<PAGE>

     SECTION 7.08.  Conflicting interest of Trustee.
                    -------------------------------

     (a) If the Trustee has or shall acquire any conflicting
interest, as defined in this Section 7.08, then, within ninety
days after ascertaining that it has such conflicting interest,
and if the default (as defined in Section 7.08(c)) to which such
conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such ninety-day period,
the Trustee shall either eliminate such conflicting interest or,
except as otherwise provided in this Section 7.08, resign in the
manner and with the effect specified in Section 7.10, and the
Company shall take prompt steps to have a successor appointed in
the manner provided in Section 7.10.

     (b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section 7.08, the
Trustee shall, within ten days after the expiration of such
ninety-day period, transmit notice of such failure to the
noteholders in the manner and to the extent provided in
subsection (c) of Section 5.04 with respect to reports pursuant
to subsection (a) of Section 5.04.

     (c) For the purposes of this Section 7.08, the Trustee
shall be deemed to have a conflicting interest if the Notes are
in default (defined as the occurrence of any event specified in
Section 6.01, but exclusive of any period of grace or requirement
of notice) and

         (1)   the Trustee is trustee under another indenture
     under which any other securities, or certificates of
     interest or participation in any other securities, of the
     Company are outstanding, unless such other indenture is a
     collateral trust indenture under which the only collateral
     consists of Notes issued under this Indenture, provided that
     there shall be excluded from the operation of this paragraph
     any indenture or indentures under which other securities, or
     certificates of interest or participation in other
     securities, of the Company are outstanding if (i) this
     Indenture and such other indenture or indentures are wholly
     unsecured and such other indenture or indentures are
     hereafter qualified under the Trust Indenture Act of 1939,
     unless the Commission shall have found and declared by order
     pursuant to Subsection (b) of Section 305 or Subsection (c)
     of Section 307 of the Trust Indenture Act of 1939 that
     differences exist between the provisions of this Indenture
     and the provisions of such other indenture or indentures
     which are so likely to involve a material conflict of
     interest as to make it necessary in the public interest or
     for the protection of investors to disqualify the Trustee
     from acting as such under this Indenture and such other
     indenture or indentures, or (ii) the Company shall have
     sustained the burden of proving, on application to the
     Commission and after opportunity for hearing thereon, that
     the trusteeship under this Indenture and such other
     indenture is not so likely to involve a material conflict of
     interest as to make it necessary in the public interest or
     for the protection of investors to disqualify the Trustee
     from acting as such under one of such indentures;

         (2)   the Trustee or any of its directors or executive
     officers is an underwriter for the Company;

         (3)   the Trustee directly or indirectly controls or is
     directly or indirectly controlled by or is under direct or
     indirect common control with an underwriter for the Company;

         (4)   the Trustee or any of its directors or executive
     officers is a director, officer, partner, employee,
     appointee, or representative of the Company, or of an
     underwriter (other than the Trustee itself) for the Company
     who is currently engaged in the business of underwriting,
     except that (A) one individual may be a director and/or an
     executive officer of the Trustee and 

                                86

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<PAGE>

     a director and/or an executive officer of the Company, but
     may not be at the same time an executive officer of both the
     Trustee and the Company; (B) if and so long as the number of
     directors of the Trustee in office is more than nine, one
     additional individual may be a director and/or an executive
     officer of the Trustee and a director of the Company; and
     (C) the Trustee may be designated by the Company or by any
     underwriter for the Company to act in the capacity of
     transfer agent, registrar, custodian, paying agent, fiscal
     agent, escrow agent, or depositary, or in any other similar
     capacity, or, subject to the provisions of paragraph (1) of
     this subsection (c), to act as trustee whether under an
     indenture or otherwise;

         (5)   ten percent or more of the voting securities of
     the Trustee is beneficially owned either by the Company or
     by any director, partner, or executive officer thereof, or
     20 percent or more of such voting securities is beneficially
     owned, collectively, by any two or more of such persons; or
     10 percent or more of the voting securities of the Trustee
     is beneficially owned either by an underwriter for the
     Company or by any director, partner, or executive officer
     thereof, or is beneficially owned, collectively, by any two
     or more such persons;

         (6)   the Trustee is the beneficial owner of, or holds
     as collateral security for an obligation which is in
     default, (A) five percent or more of the voting securities,
     or 10 percent or more of any other class of security, of the
     Company, not including the Notes issued under this Indenture
     and securities issued under any other indenture under which
     the Trustee is also trustee, or (B) 10 percent or more of
     any class of security of an underwriter for the Company;

         (7)   the Trustee is the beneficial owner of, or holds
     as collateral security for an obligation which is in
     default, five percent or more of the voting securities of
     any person who, to the knowledge of the Trustee, owns 10
     percent or more of the voting securities of, or controls
     directly or indirectly or is under direct or indirect common
     control with, the Company;

         (8)   the Trustee is the beneficial owner of, or holds
     as collateral security for an obligation which is in
     default, 10 percent or more of any class of security of any
     person who, to the knowledge of the Trustee, owns 50 percent
     or more of the voting securities of the Company; 

         (9)   the Trustee owns on the date of default upon the
     Notes (defined as the occurrence of any event specified in
     Section 6.01, but exclusive of any period of grace or
     requirement of notice) or any anniversary of such default
     while such default upon the Notes remains outstanding, in
     the capacity of executor, administrator, testamentary or
     inter vivos trustee, guardian, committee or conservator, or 
     ----- -----
     in any other similar capacity, an aggregate of 25 per cent
     or more of the voting securities, or of any class of
     security, of any person, the beneficial ownership of a
     specified percentage of which would have constituted a
     conflicting interest under paragraph (6), (7), or (8) of
     this subsection (c).  As to any such securities of which the
     Trustee acquired ownership through becoming executor,
     administrator, or testamentary trustee of an estate which
     included them, the provisions of the preceding sentence
     shall not apply, for a period of two years from the date of
     such acquisition, to the extent that such securities
     included in such estate do not exceed 25 percent of such
     voting securities or 25 percent of any such class of
     security.  Promptly after the dates of any such default upon
     the Notes and annually in each succeeding year that the
     Notes remain in default, the Trustee shall make a check of
     its holdings of such securities in any of the
     above-mentioned capacities as of such dates.  If the Company
     fails to make payment in full of principal of, premium, if
     any, Change of Control Purchase Price, Asset Sale Purchase
     Price 

                                87

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<PAGE>

     or interest on any of the Notes when and as the same becomes
     due and payable and such failure continues for 30 days
     thereafter, the Trustee shall make a prompt check of its
     holdings of such securities in any of the above-mentioned
     capacities as of the date of the expiration of such 30-day
     period, and after such date, notwithstanding the foregoing
     provisions of this paragraph (9), all such securities so
     held by the Trustee, with sole or joint control over such
     securities vested in it, shall, but only so long as such
     failure shall continue, be considered as though beneficially
     owned by the Trustee for the purposes of paragraphs (6), (7)
     and (8) of this subsection (c); or 

         (10)  except under the circumstances described in
     paragraphs (1), (3), (4), (5) or (6) of Section 311(b) of
     the Trust Indenture Act of 1939, the Trustee shall become a
     creditor of the Company.

     The specifications of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as
indicating that the ownership of such percentages of the
securities of a person is or is not necessary or sufficient to
constitute direct or indirect control for the purpose of
paragraph (3) or (7) of this subsection (c).

     For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c) only, (A) the terms "security" and "securities"
shall include only such securities as are generally known as
corporate securities, but shall not include any note or other
evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or
participation in any such note or evidence of indebtedness; (B)
an obligation shall be deemed to be "in default" when a default
in payment of principal shall have continued for thirty days or
more and shall not have been cured; and (C) the Trustee shall not
be deemed to be the owner or holder of (i) any security which it
holds as collateral security (as trustee or otherwise) for an
obligation which is not in default as defined in clause (B)
above, or (ii), any security which it holds as collateral
security under this Indenture, irrespective of any default
hereunder, or (iii) any security which it holds as agent for
collection, or as custodian, escrow agent, or depositary, or in
any similar representative capacity.

     Except as above provided, the word "security" or
"securities" as used in this Indenture, shall mean any note,
stock, treasury stock, bond, note, evidence of indebtedness,
certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other
mineral rights, or, in general, any interest or instrument
commonly known as a "security," or any certificate of interest or
participation in, temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.

     Except in the case of a default in the payment of the
principal of or interest on the Notes, or in the payment of any
sinking or purchase fund installment, the Trustee shall not be
required to resign as provided by this Section 7.08 if the
Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing
thereon, that (i) the default under this Indenture may be cured
or waived during a reasonable period and under the procedures
described in such application, and (ii) a stay of the Trustee's
duty to resign will not be inconsistent with the interests of
holders of the Notes.  The filing of such an application shall
automatically stay the performance of the duty to resign until
the Commission orders otherwise.

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<PAGE>

     Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's
acceptance of such an appointment.

     (d) For the purposes of this Section 7.08:

         (1)   The term "underwriter" when used with reference to
     the Company shall mean every person, who, within one year
     prior to the time as of which the determination is made, has
     purchased from the Company with a view to, or has offered or
     sold for the Company in connection with, the distribution of
     any security of the Company outstanding at such time, or has
     participated or has had a direct or indirect participation
     in any such undertaking, or has participated or has had a
     participation in the direct or indirect underwriting of any
     such undertaking, but such term shall not include a person
     whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and
     customary distributors' or sellers' commission.

         (2)   The term "director" shall mean any director of a
     corporation or any individual performing similar functions
     with respect to any organization whether incorporated or
     unincorporated.

         (3)   The term "person" shall mean an individual, a
     corporation, a partnership, an association, a joint-stock
     company, a trust, an unincorporated organization, or a
     government or political subdivision thereof. As used in this
     paragraph, the term "trust" shall include only a trust where
     the interest or interests of the beneficiary or
     beneficiaries are evidenced by a security.

         (4)   The term "voting security" shall mean any security
     presently entitling the owner or holder thereof to vote in
     the direction or management of the affairs of a person, or
     any security issued under or pursuant to any trust,
     agreement or arrangement whereby a trustee or trustees or
     agent or agents for the owner or holder of such security are
     presently entitled to vote in the direction or management of
     the affairs of a person.

         (5)   The term "Company" shall mean any obligor upon the
     Notes.

         (6)   The term "executive officer" shall mean the
     president, every vice-president, every trust officer, the
     cashier, the secretary, and the treasurer of a corporation,
     and any individual customarily performing similar functions
     with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the
     board of directors.

     The percentages of voting securities and other securities
specified in this Section 7.08 shall be calculated in accordance
with the following provisions:

         (A)   A specified percentage of the voting securities of
     the Trustee, the Company or any other person referred to in
     this Section 7.08 (each of whom is referred to as a "person"
     in this paragraph) means such amount of the outstanding
     voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the
     aggregate votes which the holders of all the outstanding
     voting securities of such person are entitled to cast in the
     direction or management of the affairs of such person.

                                89

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<PAGE>

         (B)   A specified percentage of a class of securities of
     a person means such percentage of the aggregate amount of
     securities of the class outstanding.

         (C)   The term "amount," when used in regard to
     securities, means the principal amount if relating to
     evidences of indebtedness, the number of shares if relating
     to capital shares, and the number of units if relating to
     any other kind of security.

         (D)   The term "outstanding" means issued and not held
     by or for the account of the issuer.  The following
     securities shall not be deemed outstanding within the
     meaning of this definition:

               (i)  securities of an issuer held in a sinking
         fund relating to securities of the issuer of the same
         class;

               (ii) securities of an issuer held in a sinking
         fund relating to another class of securities of the
         issuer, if the obligation evidenced by such other class
         of securities is not in default as to principal or
         interest or otherwise;

               (iii) securities pledged by the issuer thereof as
         security for an obligation of the issuer not in default
         as to principal or interest or otherwise; and

               (iv) securities held in escrow if placed in
         escrow by the issuer thereof;

     provided, however, that any voting securities of an issuer
     shall be deemed outstanding if any person other than the
     issuer is entitled to exercise the voting rights thereof.

         (E)   A security shall be deemed to be of the same class
     as another security if both securities confer upon the
     holder or holders thereof substantially the same rights and
     privileges, provided, however, that, in the case of secured
     evidences of indebtedness, all of which are issued under a
     single indenture, differences in the interest rates or
     maturity dates of various series thereof shall not be deemed
     sufficient to constitute such series different classes, and
     provided, further, that, in the case of unsecured evidences
     of indebtedness, differences in the interest rates or
     maturity dates thereof shall not be deemed sufficient to
     constitute them securities of different classes, whether or
     not they are issued under a single indenture.

     SECTION 7.09.  Requirements for eligibility of Trustee.  The 
                    ----------------------------------------
Trustee hereunder shall at all times be a corporation organized
and doing business under the laws of the United States or any
State or territory thereof or of the District of Columbia or a
corporation or other person permitted to act as the Trustee by
the Commission (pursuant to the requirements of Section 310(a)(1)
of the Trust Indenture Act of 1939), authorized under such laws
to exercise corporate trust powers, having a combined capital and
surplus of at least $25,000,000, and subject to supervision or
examination by Federal, State, Territorial, or District of
Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 7.09, the combined capital
and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of condition so published.  The Trustee shall not be an
obligor upon the Notes or a person directly or indirectly
controlling, controlled by, or under common control with such
obligor.  In addition, the Trustee shall at all times be approved
to serve as transfer agent and registrar by any securities
exchange on which the Notes are listed or 

                                90

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<PAGE>

admitted for trading.  In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section 7.09, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.

     SECTION 7.10.  Resignation or removal of Trustee.
                    ----------------------------------

     (a) The Trustee, or any trustee hereafter appointed, may at
any time resign by giving written notice of such resignation to
the Company and to the noteholders, such notice to the
noteholders to be given, by mailing (by first-class mail) the
notice to their addresses as they shall appear on the registry
books of the Company within thirty days after such notice is
given to the Company. Upon receiving such notice of resignation
and evidence satisfactory to it of such mailing, the Company
shall promptly appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee.  If no
successor trustee shall have been so appointed and have accepted
appointment within thirty days after the mailing of such notice
of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor
trustee, or any noteholder who has been a bona fide holder of a
Note or Notes for at least six months may, subject to the
provisions of Section 6.08, on behalf of himself and all others
similarly situated, petition any such court for the appointment
of a successor trustee.  Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

     (b) In case at any time any of the following shall occur:

         (1)   the Trustee shall fail to comply with the
     provisions of subsection (a) of Section 7.08 after written
     request therefor by the Company or by any noteholder who has
     been a bona fide holder of a Note or Notes for at least six
     months, or

         (2)   the Trustee shall cease to be eligible in
     accordance with the provisions of Section 7.09 and shall
     fail to resign after written request therefor by the Company
     or by any such noteholder, or

         (3)   the Trustee shall become incapable of acting, or
     shall be adjudged a bankrupt or insolvent, or a receiver of
     the Trustee or of its property shall be appointed, or any
     public officer shall take charge or control of the Trustee
     or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors of the Company, one
copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.08, any noteholder who has been a bona
fide holder of a Note or Notes for at least six months may, on
behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     (c) Any resignation or removal of the Trustee and
appointment of any successor trustee pursuant to any of the
provisions of this Section 7.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in
Section 7.11.

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<PAGE>

     SECTION 7.11.  Acceptance by successor to Trustee; notice of 
                    --------------------------------------------
succession of a Trustee.  Any successor trustee appointed as 
- ------------------------
provided in Section 7.10 shall execute, acknowledge and deliver
to the Company and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resigna-
tion or removal of the predecessor trustee shall become effective
and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment
of any amounts then due it pursuant to the provisions of Section
7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so
ceasing to act. Upon request of any such successor trustee, the
Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor
trustee of such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due
it pursuant to the provisions of Section 7.06.

     No successor trustee shall accept appointment as provided in
this Section 7.11 unless at the time of such acceptance, such
successor trustee shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09.

     Upon acceptance of appointment by a successor trustee as
provided in this Section 7.11, the Company shall mail to the
noteholders by first-class mail notice thereof.  If the Company
fails to mail such notice within thirty days after acceptance of
appointment by the successor trustee, the successor trustee
shall, in its discretion, cause such notice to be mailed at the
expense of the Company.

     SECTION 7.12.  Successor to Trustee by merger, consolidation 
                    --------------------------------------------
or succession to business; notice by Trustee of change in its 
- -------------------------------------------------------------
location.  Any corporation into which the Trustee may be merged 
- --------
or converted or with which it may be consolidated, or any
corporation resulting from any merger or conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the
contrary notwithstanding, provided such corporation shall be
qualified under the provisions of Section 7.08 and eligible under
the provisions of Section 7.09.

     In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Notes
shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall
not have been authenticated, any successor to the Trustee may
authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all
such cases such certificates shall have the full force which it
is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any
predecessor Trustee shall apply only to its successor, or
successors by merger, conversion or consolidation.

     The Trustee will give the Company prompt notice of any
change in the location of the Trustee's principal office.

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     SECTION 7.13.  Limitations on rights of Trustee as a 
                    -------------------------------------
creditor.
- --------

     (a)  Subject to the provisions of subsection (b) of this
Section 7.13, if the Trustee shall be or shall become a creditor,
directly or indirectly, secured or unsecured, of the Company or
of any other obligor on the Notes within three months prior to a
default, as defined in subsection (c) of this Section 7.13, or
subsequent to such a default, then, unless and until such default
shall be cured or waived, the Trustee shall set apart and hold in
a special account for the benefit of, the Trustee individually,
the holders of the Notes, and the holders of other indenture
securities (as defined in subsection (c) of this Section 7.13)

         (1)   an amount equal to any and all reductions in the
     amount due and owing upon any claim as such creditor in
     respect of principal or interest, effected after the
     beginning of such three months' period, and valid as against
     the Company and its other creditors, except any such
     reduction resulting from the receipt or disposition of any
     property described in paragraph (2) of this subsection, or
     from the exercise of any right of set-off which the Trustee
     could have exercised if a petition in bankruptcy had been
     filed by or against the Company upon the date of such
     default; and

         (2)   all property received by the Trustee in respect of
     any claims as such creditor, either as security therefor, or
     in satisfaction or composition thereof, or otherwise, after
     the beginning of such three months' period, or an amount
     equal to the proceeds of any such property if disposed of,
     subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

     Nothing herein contained, however, shall affect the right of
the Trustee

         (A)   to retain for its own account (i) payments made on
     account of any such claim by any person (other than the
     Company) who is liable thereon, and (ii) the proceeds of the
     bona fide sale of any such claim by the Trustee to a third
     person, and (iii) distributions made in cash, securities, or
     other property in respect of claims filed against the
     Company in bankruptcy or receivership or in proceedings for
     reorganization pursuant to any applicable bankruptcy,
     insolvency or similar law;

         (B)   to realize, for its own account, upon any property
     held by it as security for any such claim, if such property
     was so held prior to the beginning of such three months'
     period;

         (C)   to realize, for its own account, but only to the
     extent of the claim hereinafter mentioned, upon any property
     held by it as security for any such claim, if such claim was
     created after the beginning of such three months' period and
     such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee
     shall sustain the burden of proving that at the time such
     property was so received the Trustee had no reasonable cause
     to believe that a default, as defined in subsection (c) of
     this Section 7.13, would occur within three months; or

         (D)   to receive payment on any claim referred to in
     paragraph (B) or (C), against the release of any property
     held as security for such claim as provided in such
     paragraph (B) or (C), as the case may be, to the extent of
     the fair value of such property.

                                93


<PAGE>

<PAGE>

     For the purposes of paragraphs (B), (C) and (D) above,
property substituted after the beginning of such three months'
period for property held as security at the time of such
substitution shall, to the extent of the fair value of the
property released, have the same status as the property released,
and to the extent that any claim referred to in any of such
paragraphs is created in renewal of or in substitution for or for
the purpose of repaying or refunding any preexisting claim of the
Trustee as such creditor, such claim shall have the same status
as such preexisting claim.

     If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof
shall be apportioned between the Trustee, the noteholders, and
the holders of other indenture securities in such manner that the
Trustee, the noteholders and the holders of other indenture
securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to applicable law, the same percentage of
their respective claims, figured before crediting to the claim of
the Trustee anything on account of receipt by it from the Company
of the funds and property in such special account and before
crediting to the respective claims of the Trustee, the
noteholders, and the holders of other indenture securities
dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to
applicable law, but after crediting thereon receipts on account
of the indebtedness represented by their respective claims from
all sources other than from such dividends and from the funds and
property so held in such special account.  As used in this
paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim in bankruptcy
or receivership or in proceedings for reorganization pursuant to
applicable law, whether such distribution is made in cash,
securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such
claim.  The court in which such bankruptcy, receivership or
proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, the noteholders, and the
holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such
special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of
this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, the noteholders and
the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a
mathematical formula.

     Any trustee who has resigned or been removed after the
beginning of such three months' period shall be subject to the
provisions of this subsection (a) as though such resignation or
removal had not occurred.  If any trustee has resigned or been
removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and
only if the following conditions exist:

         (i)   the receipt of property or reduction of claim
     which would have given rise to the obligation to account, if
     such trustee had continued as trustee, occurred after the
     beginning of such three months' period; and

         (ii)  such receipt of property or reduction of claim
     occurred within three months after such resignation or
     removal.

                                94

<PAGE>

<PAGE>

     (b) There shall be excluded from the operation of
subsection (a) of this Section 8.13 a creditor relationship
arising from

         (1)   the ownership or acquisition of securities issued
     under any indenture, or any security or securities having a
     maturity of one year or more at the time of acquisition by
     the Trustee;

         (2)   advances authorized by a receivership or
     bankruptcy court of competent jurisdiction, or by this
     Indenture, for the purpose of preserving any property which
     shall at any time be subject to the lien of this Indenture
     or of discharging tax liens or other prior liens or
     encumbrances thereon, if notice of such advance and of the
     circumstances surrounding the making thereof is given to the
     noteholders at the time and in the manner provided in
     Section 5.04 with respect to reports pursuant to subsections
     (a) and (b) thereof, respectively;

         (3)   disbursements made in the ordinary course of
     business in the capacity of trustee under an indenture,
     transfer agent, registrar, custodian, paying agent, fiscal
     agent or depositary, or other similar capacity;

         (4)   an indebtedness created as a result of services
     rendered or premises rented; or an indebtedness created as a
     result of goods or securities sold in a cash transaction as
     defined in subsection (c) of this Section 7.13;

         (5)   the ownership of stock or of other securities of a
     corporation organized under the provisions of Section 25(a)
     of the Federal Reserve Act, as amended, which is directly or
     indirectly a creditor of the Company; or

         (6)   the acquisition, ownership, acceptance or
     negotiation of any drafts, bills of exchange, acceptances or
     obligations which fall within the classification of
     self-liquidating paper as defined in subsection (c) of this
     Section 7.13.

     (c) As used in this Section 7.13:

         (1)   the term "default" shall mean any failure to make
     payment in full of the principal of, premium, if any, Change
     of Control Purchase Price, Asset Sale Purchase Price or
     interest upon any of the Notes or upon the other indenture
     securities when and as any such amounts become due and
     payable.

         (2)   the term "other indenture securities" shall mean
     securities upon which the Company is an obligor (as defined
     in the Trust Indenture Act of 1939) outstanding under any
     other indenture (A) under which the Trustee is also trustee,
     (B) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section 7.13, and (C)
     under which a default exists at the time of the
     apportionment of the funds and property held in said special
     account.

         (3)   the term "cash transaction" shall mean any
     transaction in which full payment for goods or securities
     sold is made within seven days after delivery of the goods
     or securities in currency or in checks or other orders drawn
     upon banks or bankers and payable upon demand.

                                95

<PAGE>

<PAGE>

         (4)   the term "self-liquidating paper" shall mean any
     draft, bill of exchange, acceptance or obligation which is
     made, drawn, negotiated or incurred by the Company for the
     purpose of financing the purchase, processing, manufacture,
     shipment, storage or sale of goods, wares or merchandise and
     which is secured by documents evidencing title to,
     possession of, or lien upon, the goods, wares or merchandise
     or the receivables or proceeds arising from the sale of the
     goods, wares or merchandise previously constituting the
     security, provided the security is received by the Trustee
     simultaneously with the creation of the creditor
     relationship with the Company arising from the making,
     drawing, negotiating or incurring of the draft, bill of
     exchange, acceptance or obligation.

         (5)   the term "Company" shall mean any obligor upon the
     Notes.


                          ARTICLE EIGHT

                    CONCERNING THE NOTEHOLDERS

     SECTION 8.01.  Evidence of action by noteholders.   Whenever 
                    ---------------------------------
in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Notes may take
any action (including the making of any demand or request, the
giving of any notice, consent, or waiver or the taking of any
other action), the fact that the holders of such specified
percentage, determined as of the time such action was taken or,
if a record date was set with respect thereto pursuant to Section
8.05, as of such record date, have joined therein may be
evidenced (a) by any instrument or any number of instruments of
similar tenor executed by noteholders in person or by agent or
proxy appointed in writing, or (b) by the record of the holders
of Notes voting in favor thereof at any meeting of noteholders
duly called and held in accordance with the provisions of Article
Nine, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of noteholders.

     SECTION 8.02.  Proof of execution of instruments and of 
                    ----------------------------------------
holding of Notes.  Subject to the provisions of Sections 7.01, 
- ----------------
7.02 and 9.05, proof of the execution of any instrument by a
noteholder or his agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee.

     The ownership of Notes shall be proved by the register of
such Notes, or by a certificate of the registrar thereof.

     The Trustee may accept such other proof or require such
additional proof of any matter referred to in this Section 8.02
as it shall deem reasonable.

     The record of any noteholders' meeting shall be proved in
the manner provided in Section 9.06.

     SECTION 8.03.  Who may be deemed owners of Notes.  Prior to 
                    ----------------------------------
due presentation for registration of transfer, the Company, the
Trustee, any paying agent and any Note registrar may deem and
treat the person in whose name any Note shall be registered upon
the books of the Company as the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding
any notation of ownership or other writing thereon) for the
purposes of receiving payment of or on account of the principal
of, premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price and interest on such Note and for all other
purposes; and neither the Company nor the Trustee nor any paying
agent 

                                96

<PAGE>

<PAGE>

nor any Note registrar shall be affected by any notice to the
contrary.  All such payments so made to, or upon the order of,
any such holder shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability
for moneys payable upon any such Note.

     SECTION 8.04.  Notes owned by Company or controlled by 
                    ----------------------------------------
controlling persons disregarded for certain purposes.  In 
- ----------------------------------------------------
determining whether the holders of the requisite aggregate
principal amount of Notes have concurred in any demand,
direction, request, notice, consent, waiver or other action under
this Indenture, Notes which are owned by the Company or any other
obligor on the Notes or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Notes shall
be disregarded and deemed not to be outstanding for the purpose
of any such determination, provided that for the purposes of
determining whether the Trustee shall be protected in relying on
any such demand, direction, request, notice, consent or waiver,
only Notes which the Trustee knows are so owned shall be so
disregarded.  Notes so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this
Section 8.04, if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's right to vote such Notes and that
the pledgee is not a person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company or any such other obligor.  In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

     SECTION 8.05.  Record date for action by noteholders.  
                    -------------------------------------
Whenever in this Indenture it is provided that holders of a
specified percentage in aggregate principal amount of the Notes
may take any action (including the making of any demand or
request, the giving of any direction, notice, consent or waiver
or the taking of any other action), other than any action taken
at a meeting of noteholders called pursuant to Article Nine, the
Company, pursuant to a resolution of its Board of Directors, or
the holders of at least 10% in aggregate principal amount of the
Notes then outstanding, may request the Trustee to fix a record
date for determining noteholders entitled to notice of and to
take any such action.  In case the Company or the holders of
Notes in the amount above specified shall desire to request
noteholders to take any such action and shall request the Trustee
to fix a record date with respect thereto by written notice
setting forth in reasonable detail the noteholder action to be
requested, the Trustee shall promptly (but in any event within
five days of receipt of such request) fix a record date which
shall be a Business Day not less than fifteen nor more than
twenty days after the date on which the Trustee receives such
request.  If the Trustee shall fail to fix a record date as
hereinabove provided, then the Company or the holders of Notes in
the amount above specified may fix the same by mailing notice
thereof (the record date so fixed to be a Business Day not less
than fifteen nor more than twenty days after the date on which
such written notice shall be given) to the Trustee.  If a record
date is fixed according to this Section 8.05, only persons shown
as noteholders on the registry books of the Company at the close
of business on the record date so fixed shall be entitled to take
the requested action and the taking of any such action by the
holders on the record date of the required percentage of the
aggregate principal amount of the Notes shall be binding on all
noteholders, provided that the taking of the requested action by
the holders on the record date of the percentage in aggregate
principal amount of the Notes specified in this Indenture in
connection with such action shall have been evidenced to the
Trustee, as provided in Section 8.01, not later than one hundred
eighty days after such record date.

     SECTION 8.06.  Instruments executed by noteholders bind 
                    -----------------------------------------
future holders.  At any time prior to (but not after) the 
- --------------
evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any holder of a Note
which is shown by the evidence to be included in the Notes the
holders of which have consented to such action may, by filing
written notice with the Trustee 

                                97


<PAGE>

<PAGE>

at its principal office and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Note. 
Except as aforesaid any such action taken by the holder of any
Note and any direction, demand, request, waiver, consent, vote or
other action of the holder of any Note which by any provisions of
this Indenture is required or permitted to be given shall be
conclusive and binding upon such holder and upon all future
holders and owners of such Note, and of any Note issued in lieu
thereof, irrespective of whether or not any notation in regard
thereto is made upon such Note.  Any action taken by the holders
of the percentage in aggregate principal amount of the Notes
specified in this Indenture in connection with such action shall
be conclusively binding upon the holders of all the Notes.


                           ARTICLE NINE

                      NOTEHOLDERS' MEETINGS

     SECTION 9.01.  Purposes for which meetings may be called.  A 
                    -----------------------------------------
meeting of noteholders may be called at any time and from time to
time pursuant to the provisions of this Article Nine for any of
the following purposes:

     (1) to give any notice to the Company or to the Trustee, or
to give any directions to the Trustee, or to consent to the
waiving of any default hereunder and its consequences, or to take
any other action authorized to be taken by noteholders pursuant
to any of the provisions of Article Six;

     (2) to remove the Trustee and appoint a successor trustee
pursuant to the provisions of Article Seven;

     (3) to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of
Section 10.02; or

     (4) to take any other action authorized to be taken by or
on behalf of the holders of any specified aggregate principal
amount of the Notes under any other provisions of this Indenture
or under applicable law.

     SECTION 9.02.  Manner of calling meetings; record date.  The 
                    ---------------------------------------
Trustee may at any time call a meeting of noteholders to take any
action specified in Section 9.01 to be held at such time and at
such place in the Borough of Manhattan, City of New York, State
of New York, as the Trustee shall determine.  Notice of every
meeting of the noteholders, setting forth the time and the place
of such meeting and in general terms the action proposed to be
taken at such meeting shall be mailed not less than twenty nor
more than sixty days prior to the date fixed for the meeting to
such noteholders at their addresses as such addresses appear on
the registry books of the Company.  For the purpose of
determining noteholders entitled to notice of any meeting of
noteholders, the Trustee shall fix in advance a date as the
record date for such determination, such date to be a Business
Day not more than ten days prior to the date of the mailing of
such notice as hereinabove provided.  Only persons in whose name
any Note shall be registered upon the registry books of the
Company at the close of business on a record date fixed by the
Trustee as aforesaid, or by the Company or the noteholders as in
Section 9.03 provided, shall be entitled to notice of the meeting
of noteholders with respect to which such record date was so
fixed.

                                98

<PAGE>

<PAGE>

     SECTION 9.03.  Call of meeting by Company or noteholders.  
                    -----------------------------------------
In case at any time the Company, pursuant to a resolution of its
Board of Directors, or the holders of at least 10% in aggregate
principal amount of the Notes then outstanding, shall have
requested the Trustee to call a meeting of noteholders to take
any action authorized in Section 9.01 by written request setting
forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of such
meeting within twenty days after receipt of such request, then
the Company or the holders of Notes in the amount above
specified, as the case may be, may fix the record date with
respect to, and determine the time and the place in said Borough
of Manhattan, City of New York, State of New York, for, such
meeting and may call such meeting to take any action authorized
in Section 9.01, by mailing notice thereof as provided in Section
9.02.  The record date fixed as provided in the preceding
sentence shall be set forth in a written notice to the Trustee
and shall be a Business Day not less than fifteen nor more than
twenty days after the date on which such notice is sent to the
Trustee.

     SECTION 9.04.  Who may attend and vote at meetings.  Only 
                    -----------------------------------
persons entitled to receive notice of a meeting of noteholders
and their respective proxies duly appointed by an instrument in
writing shall be entitled to vote at such meeting.  The only
persons who shall be entitled to be present or to speak at any
meeting of noteholders shall be the persons entitled to vote at
such meeting and their counsel and any representatives of the
Trustee and its counsel and any representatives of the Company
and its counsel.  When a determination of noteholders entitled to
vote at any meeting of noteholders has been made as provided in
this Section, such determination shall apply to any adjournment
thereof.

     SECTION 9.05.  Regulations.  Notwithstanding any other 
                    -----------
provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting
of noteholders, in regard to proof of the holding of Notes and of
the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as
it shall think fit.  Except as otherwise permitted or required by
any such regulations, the holding of Notes shall be proved in the
manner specified in Section 8.02.

     The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by noteholders as provided in
Section 9.03, in which case the Company or the noteholders
calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by a vote of
the holders of a majority in principal amount of the Notes
represented at the meeting and entitled to vote.

     Subject to the provisions of Section 8.04, at any meeting
each noteholder or proxy entitled to vote thereat shall be
entitled to one vote for each $1,000 principal amount of Notes
held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Note
challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding.  The chairman of the meeting shall
have no right to vote other than by virtue of Notes held by him
or instruments in writing as aforesaid duly designating him as
the person to vote on behalf of other noteholders.  Any meeting
of noteholders duly called pursuant to the provisions of Section
9.02 or 9.03 may be adjourned from time to time, and the meeting
may be held as so adjourned without further notice.

     At any meeting of noteholders, the presence of persons who
held, or who are acting as proxy for persons who held, an
aggregate principal amount of Notes on the record date for such
meeting sufficient to take action on the business for the
transaction of which such meeting was called shall constitute a

                                99

<PAGE>

<PAGE>

quorum, but, if less than a quorum is present, the persons
holding or representing a majority in aggregate principal amount
of the Notes represented at the meeting may adjourn such meeting
with the same effect, for all intents and purposes, as though a
quorum had been present.

     SECTION 9.06.  Manner of voting at meetings and record to be 
                    --------------------------------------------
kept.  The vote upon any resolution submitted to any meeting of 
- ----
noteholders shall be by written ballots on each of which shall be
subscribed the signature of the noteholder or proxy casting such
ballot, the principal amount and, if practicable, the identifying
number or numbers of the Notes held or represented in respect of
which such ballot is cast.  The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting.  A
record in duplicate of the proceedings of each meeting of
noteholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing
that said notice was mailed as provided in Section 9.02.  The
record shall show the aggregate principal amount and, if
practicable, the identifying numbers of the Notes voting in favor
of or against any resolution.  Each counterpart of such record
shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the counterparts
shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee.

     Any counterpart record so signed and verified shall be
conclusive evidence of the matters therein stated and shall be
the record referred to in clause (b) of Section 8.01.

     SECTION 9.07.  Exercise of rights of Trustee and noteholders 
                    --------------------------------------------
not to be hindered or delayed.  Nothing in this Article Nine 
- -----------------------------
shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of noteholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the noteholders under any of the
provisions of this Indenture or of the Notes.


                           ARTICLE TEN

                     SUPPLEMENTAL INDENTURES

     SECTION 10.01.  Purposes for which supplemental indentures 
                     ------------------------------------------
may be entered into without consent of noteholders.  The Company, 
- --------------------------------------------------
when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall comply with the
provisions of the Trust Indenture Act of 1939 as then in effect)
for one or more of the following purposes:

     (a) to comply with Article Eleven and Sections 4.10(c),
4.12(a), 4.12(c) and 15.03;

     (b) to add to the covenants of the Company such further
covenants, restrictions or conditions as its Board of Directors
shall consider to be for the protection of the holders of Notes,
and to make the occurrence, or the occurrence and continuance, of
a default in any of such additional covenants, restrictions or
conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that in
respect of any 

                               100

<PAGE>

<PAGE>

such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than
that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default.

     (c) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which
may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture, or to comply
with any requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust
Indenture Act of 1939, or to make such other provisions in regard
to matters or questions arising under this Indenture or any
supplemental indenture as shall not adversely affect the rights
of the holders of the Notes;

     (d) to provide for the issuance under this Indenture of
Notes, whether or not then outstanding, in coupon form (including
Notes registrable as to principal only) and to provide for
exchangeability of such Notes with Notes issued hereunder in
fully registered form and to make all appropriate changes for
such purpose; and

     (e) to comply with the requirements of the New York Stock
Exchange or any other national securities exchange on which the
Notes may be issued or admitted for trading, provided such
changes do not adversely affect the rights of any holder of
Notes.

     The Trustee is hereby authorized to join with the Company in
the execution and delivery of any such supplemental indenture, to
make any further appropriate agreement and stipulations which may
be therein contained and to accept the conveyance, transfer,
mortgage, pledge or assignment of, any property thereunder,
provided that if any such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture
or otherwise, the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

     Any supplemental indenture authorized by the provisions of
this Section 10.01 may be executed by the Company and the Trustee
without the consent of the holders of any of the Notes at the
time outstanding, notwithstanding any of the provisions of
Section 10.02.

     SECTION 10.02.  Modification of Indenture with consent of 
                     -----------------------------------------
holders of a majority in principal amount of Notes.  With the 
- --------------------------------------------------
consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the
Notes at the time outstanding (determined as provided in Sections
8.04 and 8.05), or, if a record date is set with respect to such
consent in accordance with Section 8.05, as of such record date,
the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall comply
with the provisions of the Trust Indenture Act of 1939 as then in
effect) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any
manner the rights of the holders of the Notes; provided, however,
that without the consent of each holder of an outstanding Note
affected, no such supplemental indenture shall (i) extend the
stated maturity of any Note, reduce the interest rate, extend the
time or alter the manner of payment of interest thereon, reduce
the principal amount thereof or alter the timing of or reduce any
premium payable upon the redemption thereof or the amount payable
thereon in the event of acceleration or the amount thereof
payable in bankruptcy, or (ii) reduce the aforesaid percentage of
aggregate principal amount of Notes, the consent of the holders
of which is required for any such supplemental indenture.

                               101

<PAGE>

<PAGE>

     Upon the request of the Company, accompanied by a copy of a
Board Resolution authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of noteholders as aforesaid, the Trustee
shall join with the Company in the execution and delivery of such
supplemental indenture, provided that if such supplemental
indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, the Trustee may in its
discretion, but shall not be obligated to, enter into such
supplemental indenture.

     It shall not be necessary for the consent of the noteholders
under this Section 10.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.

     Promptly after the execution and delivery by the Company and
the Trustee of any supplemental indenture pursuant to the
provisions of this Section 10.02, the Company shall mail a notice
to the noteholders, setting forth in general terms the substance
of such supplemental indenture.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental
indenture.

     SECTION 10.03.  Effect of supplemental indentures.  Upon the 
                     ---------------------------------
execution and delivery of any supplemental indenture pursuant to
the provisions of this Article Ten, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and
the respective rights, limitation of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company
and the holders of Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all
purposes.

     SECTION 10.04.  Notes may bear notation of changes by 
                     -------------------------------------
supplemental indentures.  Notes authenticated and delivered after 
- -----------------------
the execution and delivery of any supplemental indenture pursuant
to the provisions of this Article Ten, or after any action taken
at a noteholders' meeting pursuant to Article Nine, may bear a
notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture or as to any action
taken at any such meeting.  If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the
Trustee and the Company, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in
exchange for the Notes then outstanding upon surrender of such
Notes.  Failure to make the appropriate notation or issue a new
Note shall not affect the validity and effect of such
supplemental indenture or noteholders' meeting.

     SECTION 10.05.  Officers' Certificate and Opinion of 
                     ------------------------------------
Counsel.  The Trustee may receive upon its request and, subject 
- -------
to the provisions of Sections 7.01 and 7.02, may rely upon an
Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such indenture complies with the provisions of
this Article Ten.

                               102

<PAGE>

<PAGE>

                          ARTICLE ELEVEN

                  CONSOLIDATION, MERGER AND SALE

     SECTION 11.01.  Company may consolidate, etc., on certain 
                     ------------------------------------------
terms.
- -----

     (a) Nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of the Company
with or into any other corporation or corporations (whether or
not affiliated with the Company) or successive consolidations or
mergers in which the Company or its successor or successors shall
be a party or parties, or shall prevent any sale or conveyance of
all or substantially all the property of the Company to any other
corporation (whether or not affiliated with the Company) whether
in a single transaction or series of related transactions;
provided, however, and the Company hereby covenants and agrees,
that any such consolidation, merger, sale or conveyance shall be
upon the condition that (i) immediately after giving effect to
such consolidation, merger, sale or conveyance, the corporation
(whether the Company or such other corporation) formed by or
surviving any such consolidation or merger, or to which such sale
or conveyance shall have been made, whether the Company or such
other corporation (the "surviving corporation"), shall not be in
default in the performance or observance of any of the terms,
covenants and conditions of this Indenture to be kept or
performed by the Company, (ii) the surviving corporation (if
other than the Company) shall be a corporation organized under
the laws of The United States of America or any State thereof,
(iii) immediately after giving effect to such consolidation,
merger, sale or conveyance, the surviving corporation (whether
the Company or such other corporation) could incur $1.00 of
Indebtedness pursuant to Section 4.10(a), (iv) the surviving
corporation (if other than the Company) shall expressly assume
the due and punctual payment of the principal of, premium, if
any, Change of Control Purchase Price, Asset Sale Purchase Price
and interest on all of the Notes, according to their tenor, and
the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be performed or
observed by the Company, by supplemental indenture complying with
the requirements of Article Ten, satisfactory in form to the
Trustee, executed and delivered to the Trustee by such
corporation and (v) immediately after giving effect to such
consolidation, merger, sale or conveyance, the surviving
corporation (whether the Company or such other corporation) shall
have a Consolidated Net Worth equal to or greater than the
Consolidated Net Worth of the Company immediately prior to such
transaction.  If at any time there be any consolidation or merger
or sale or conveyance of property to which the covenant of this
Section 11.01 is applicable, then, in any such event, the
surviving corporation will promptly deliver to the Trustee:

         (1)   an Officers' Certificate stating that as of the
     time immediately after the effective date of any such
     transaction the covenants contained in this Section 11.01
     have been complied with; and

         (2)   an Opinion of Counsel stating that such covenants
     have been complied with and that any instrument or
     instruments executed in the performance of such covenants
     comply with the requirements thereof.

     (b) Notwithstanding the foregoing Section 11.01(a), (i) the
Company may consolidate or merge with or into, or sell or convey
all or substantially all of its property to, KAC; provided, 
                                                  --------
however, that the surviving corporation (if other than the 
- -------
Company) shall expressly assume by supplemental indenture
complying with the requirements of Article Ten, satisfactory in
form to the Trustee, the due and punctual payment of the
principal of, premium, if any, Change of Control Purchase Price,
Asset Sale 

                               103

<PAGE>

<PAGE>

Purchase Price and interest on all of the Notes, according to
their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture to be
performed or observed by the Company and (ii) the Company may
consolidate or merge with or into, or sell or convey all or
substantially all of its property to, a Subsidiary Guarantor;
provided, that the surviving corporation (if other than the 
- --------
Company) shall expressly assume by supplemental indenture
complying with the requirements of Article Ten, satisfactory in
form to the Trustee, the due and punctual payment of the
principal of, premium, if any, Change of Control Purchase Price,
Asset Sale Purchase Price and interest on all of the Notes,
according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this
Indenture to be performed or observed by the Company.

     SECTION 11.02.  Successor corporation to be substituted.  In 
                    ----------------------------------------
case of any such consolidation, merger, sale or conveyance and
upon the assumption by the successor corporation, in the manner
hereinabove provided, of the due and punctual payment of the
principal of, premium, if any, Change of Control Purchase Price,
Asset Sale Purchase Price and interest on all of the Notes and
the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or
observed by the Company, such successor corporation shall succeed
to and be substituted for the Company, with the same effect as if
it had been named herein as the party of the first part and the
Company shall be relieved of all its obligations and duties under
this Indenture and the Notes.  Such successor corporation
thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Notes
issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee; and, upon the order
of such successor corporation (instead of the Company) and
subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall
deliver any Notes which previously shall have been signed and
delivered by the officers of the Company to the Trustee for
authentication, and any Notes which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee
for that purpose.  All the Notes so issued shall in all respects
have the same legal rank and benefit under this Indenture as the
Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been
issued at the date of the execution hereof.

     In case of any such consolidation, merger, sale or
conveyance such changes in phraseology and form (but not in
substance) may be made in the Notes thereafter to be issued as
may be appropriate.

     SECTION 11.03.  Opinion of Counsel.  The Trustee, subject to 
                     ------------------
the provisions of Sections 7.01 and 7.02, may receive upon its
request and rely on an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale or conveyance, and any
such assumption, complies with the provisions of this Article
Eleven.


                          ARTICLE TWELVE

             SATISFACTION AND DISCHARGE OF INDENTURE;
                         UNCLAIMED MONEYS

     SECTION 12.01.  Satisfaction and discharge of Indenture.  If 
                     ---------------------------------------
at any time

     (a) the Company shall deliver to the Trustee for
cancellation all Notes theretofore authenticated and delivered,
other than (1) any Notes which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in
Section 2.07 or (2) any Note for the payment of 

                               104

<PAGE>

<PAGE>

the principal of which money has theretofore been deposited in
trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust,
as provided in Section 12.04, and not theretofore cancelled, or

     (b) (1)  all the Notes not theretofore cancelled or
delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable
within one year or are to be or may be called for redemption
within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption and (2) the Company has
deposited with the Trustee, in trust, money or non-callable
Government Securities maturing as to principal and interest in
such amounts and at such times as are sufficient (in the opinion
of a nationally recognized firm of independent certified
accountants expressed in a written certification thereof
delivered to the Trustee), without consideration of any
reinvestment of such interest, to pay at maturity or upon
redemption all of such Notes (other than any Notes which shall
have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.07) not theretofore
cancelled or delivered to the Trustee for cancellation, including
principal, premium, if any, Change of Control Purchase Price,
Asset Sale Purchase Price and interest due or to become due to
such date of maturity or date fixed for redemption, as the case
may be,

and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect and the Trustee, on
demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel complying with Section 14.05 and at the
cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture,
except for those provisions which expressly survive as provided
below; the Company, however, hereby agreeing to reimburse the
Trustee for any costs or expenses theretofore and thereafter
reasonably and properly incurred by the Trustee in connection
with this Indenture or the Notes.

     Notwithstanding the foregoing, the Company's obligations in
Sections 2.05, 2.07, 4.01, 4.02, 4.04, 5.01, 5.02, 7.06, 12.03
and 12.04 shall survive until the Notes are no longer
outstanding.  Thereafter, only the Company's obligations in
Sections 7.06, 12.03 and 12.04 shall survive.

     After a deposit made pursuant to this Section 12.01, the
Trustee upon request shall acknowledge in writing the discharge
of the Company's obligations under the Notes and this Indenture,
except for those surviving obligations specified above.

     SECTION 12.02.  Application by Trustee of funds deposited 
                     ------------------------------------------
for payment of Notes.  All amounts deposited with the Trustee 
- --------------------
pursuant to Section 12.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent
(including the Company acting as its own paying agent), to the
holders of the particular Notes, for the payment or redemption of
which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal, premium, if
any, Change of Control Purchase Price, Asset Sale Purchase Price
and interest. 

     SECTION 12.03.  Repayment of moneys held by paying agent.  
                     ----------------------------------------
In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company,
be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys.

     SECTION 12.04.  Repayment of moneys held by Trustee.  The 
                     -----------------------------------
Trustee shall promptly pay to the Company upon written request
any excess money or securities held by it at any time.  Any
moneys 

                               105

<PAGE>

<PAGE>

deposited with the Trustee or any paying agent for the payment of
the principal of, premium, if any, Change of Control Purchase
Price, Asset Sale Purchase Price or interest on any Notes and not
applied but remaining unclaimed by the holders of Notes for two
years after the date upon which such payment shall have become
due, shall be promptly repaid (together with any interest earned
thereon) to the Company by the Trustee or by such paying agent;
and thereupon the Trustee and such paying agent shall be released
from all further liability with respect to such moneys, and the
holder of any of the Notes entitled to receive such payment shall
thereafter look only to the Company for the payment thereof,
provided, however, that the Trustee or such paying agent, before
being required to make any such repayment, may, at the expense of
the Company, mail to the holders of Notes at their last known
address or cause to be published once in a newspaper published in
the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, City of
New York, State of New York, a notice that such money remains
unclaimed and that, after a date specified therein, which shall
not be less than thirty days from the date of such mailing or
publication, any unclaimed balance of such money then remaining
will be paid to the Company.

     SECTION 12.05.  Reinstatement.  If the Trustee is unable to 
                     -------------
apply any money or securities deposited by the Company with the
Trustee in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations
under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section
12.01 until such time as the Trustee is permitted to apply all
such money or securities deposited by the Company with the
Trustee in accordance with Section 12.01; provided that if the 
                                          --------
Company has made any payment of principal of, premium, if any,
Change of Control Purchase Price, Asset Sale Purchase Price or
interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the
holders of such Notes to receive such payment from the money or
securities deposited by the Company and held by the Trustee.


                         ARTICLE THIRTEEN

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                          AND DIRECTORS

     SECTION 13.01.  Incorporators, stockholders, officers and 
                     -----------------------------------------
directors of Company exempt from individual liability.  No 
- -----------------------------------------------------
recourse under or upon any obligation, covenant or agreement of
this Indenture or any indenture supplemental hereto or of any
Note, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall
be incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or 

                               106

<PAGE>

<PAGE>

by reason of the obligations, covenants or agreements contained
in this Indenture or in any of the Notes or implied therefrom;
and that any and all such personal liability of every name and
nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants
or agreements contained in this Indenture or in any of the Notes
or implied therefrom are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Notes.


                         ARTICLE FOURTEEN

                     MISCELLANEOUS PROVISIONS

     SECTION 14.01.  Successors and assigns of Company bound by 
                     ------------------------------------------
Indenture.  All the covenants, stipulations, promises and 
- ---------
agreements in this Indenture contained by or in behalf of the
Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 14.02.  Acts of board, committee or officer of 
                     --------------------------------------
successor corporation valid.  Any act or proceeding by any 
- ---------------------------
provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at
the time be the lawful sole successor of the Company.

     SECTION 14.03.  Required notices or demands may be served by 
                     -------------------------------------------
mail; waiver.  Any notice or demand which by any provisions of 
- ------------
this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Notes to or on the Company may
be given or served by being deposited postage prepaid (except as
provided in Section 6.01(c)) by first class mail in a post office
letter box addressed (until another address is filed by the
Company with the Trustee for such purpose), as follows: Kaiser
Aluminum & Chemical Corporation, 5847 San Felipe, Suite 2600,
Houston, Texas 77057, Attention:  Secretary.  Any notice,
direction, request or demand by any noteholder to or upon the
Trustee shall be deemed to have been sufficiently given or made,
for all purposes, if given or made at the principal office of the
Trustee, to the attention of the Corporate Trust Department.

     Any notice or communication to a noteholder shall be mailed
by first-class mail to his address shown on the Company's
registry.  Failure to mail a notice or communication to a
noteholder or any defect in it shall not affect its sufficiency
with respect to other noteholders.  If a notice or communication
is mailed in the manner so provided within the time prescribed,
it is duly given, whether or not the addressee receives it.

     Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive
such notice, either before or after the event or action relating
thereto, and such waiver shall be equivalent of such notice. 
Waivers of notice by noteholders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

     In case, by reason of the suspension of regular mail service
or as a result of a strike, work stoppage or similar activity, or
any act of God or any other cause, it shall be impractical to
mail any notice as required by this Indenture, then any manner of
giving such notice as shall be made with the approval of the
Trustee shall constitute sufficient giving of notice hereunder.

                               107

<PAGE>

<PAGE>

     SECTION 14.04.  Indenture and Notes to be construed in 
                     --------------------------------------
accordance with the laws of the State of New York.  THIS 
- -------------------------------------------------
INDENTURE AND EACH NOTE 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 14.05.  Evidence of compliance with conditions 
                     ---------------------------------------
precedent.  Upon any demand, request or application by the 
- ---------
Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions
precedent have been complied with, except that in the case of any
such demand, request or application as to which the furnishing of
such document is specifically required by any provision of this
Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

     Each certificate (other than those provided for in Section
5.03(d)) or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has
read such covenant or condition; (2) a brief statement as to the
nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or
opinion are based; (3) a statement that, in the opinion of such
person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with;
and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement or opinion of an officer of the
Company may be based, insofar as it relates to legal matters,
upon a certificate or opinion of or representations by counsel,
unless such officer knows that the certificate or opinion or
representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are
erroneous.  Any certificate, statement or opinion of counsel may
be based, insofar as it relates to factual matters, information
with respect to which is in the possession of the Company, upon
the certificate, statement or opinion of or representations by an
officer or officers of the Company or public officials, unless
such counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which his
certificate, statements or opinion may be based as aforesaid are
erroneous.

     Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants unless
such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement of
opinion may be based as aforesaid are erroneous.  Any certificate
or opinion of any independent firm of public accountants filed
with the Trustee shall contain a statement that such firm is
independent.

     SECTION 14.06.  Payments due on Saturdays, Sundays and 
                     ---------------------------------------
holidays.  In any case where the date of payment of principal of, 
- --------
premium, if any, Change of Control Purchase Price, Asset Sale

                               108

<PAGE>

<PAGE>

Purchase Price or interest on the Notes or the date fixed for
redemption or purchase of any Note shall not be a Business Day,
then payment of principal, premium, if any, Change of Control
Purchase Price, Asset Sale Purchase Price or interest need not be
made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the
date of payment or the date fixed for redemption or purchase, and
no interest shall accrue on or after such original date of
payment or such original date fixed for redemption or purchase.

     SECTION 14.07.  Provisions required by Trust Indenture Act 
                     ------------------------------------------
of 1939 to control.  If and to the extent that any provision of 
- ------------------
this Indenture limits, qualifies or conflicts with the duties
imposed by operation of the following sentence, the imposed
duties shall control.  The provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 that impose duties
on any person (including provisions automatically deemed included
in this Indenture unless this Indenture provides that such
provisions are excluded) are a part of and govern this Indenture,
whether or not physically contained herein.

     SECTION 14.08.  Provisions of the Indenture and Notes for 
                     -----------------------------------------
the sole benefit of the parties and the noteholders.  Nothing in 
- ----------------------------------------------------
this Indenture or in the Notes, expressed or implied, shall give
or be construed to give any person, firm or corporation, other
than the parties hereto and the holders of the Notes, any legal
or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein
contained; all its covenants, conditions and provisions being for
the sole benefit of the parties hereto and of the holders of the
Notes. 

     SECTION 14.09.  Severability.  In case any one or more of 
                     ------------
the provisions contained in this Indenture or in the Notes shall
for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of
such Notes, but this Indenture and such Notes shall be construed
as if such invalid or illegal or unenforceable provision had
never been contained herein or therein.

     SECTION 14.10.  Indenture may be executed in counterparts; 
                     ------------------------------------------
acceptance by Trustee.  This 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.  First Trust National Association hereby accepts the
trusts in this Indenture declared and provided, upon the terms
and conditions hereinabove set forth.

     SECTION 14.11.  Article and Section headings.  The Article 
                     ----------------------------
and Section references herein and in the Table of Contents are
for convenience only and shall not affect the construction
hereof.

     SECTION 14.12.  No Adverse Interpretation of Other 
                     ----------------------------------
Instruments.  This Indenture shall not be used to interpret 
- -----------
another indenture, loan or debt agreement of the Company or any
Subsidiary or Affiliate of the Company.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


                         ARTICLE FIFTEEN

                        GUARANTEE OF NOTES

     SECTION 15.01.  Guarantee.  Subject to the provisions of 
                     ---------
this Article Fifteen, each Subsidiary Guarantor, jointly and
severally, hereby unconditionally guarantees to each holder of a
Note authenticated and delivered by the Trustee (i) the due and
punctual payment of the principal of, premium, if any, Change of
Control Purchase Price, Asset Sale Purchase Price and interest on
such Note, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and

                               109


<PAGE>

<PAGE>

punctual payment of interest on the overdue principal of,
premium, Change of Control Purchase Price, Asset Sale Purchase
Price and interest, if any, on the Notes, to the extent lawful,
and the due and punctual performance of all other obligations of
the Company to the holders of the Notes or the Trustee all in
accordance with the terms of such Note and of this Indenture and
(ii) in the case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that the same will
be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at stated maturity, by
acceleration or otherwise.  Each Subsidiary Guarantor hereby
agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Note or
this Indenture, any failure to enforce the provisions of any such
Note or this Indenture, any waiver, modification or indulgence
granted to the Company with respect thereto, by the holder of
such Note or the Trustee, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety
or guarantor.  Each Subsidiary Guarantor hereby waives diligence,
presentment, filing of claims with a court in the event of merger
or bankruptcy of the Company, any right to require a proceeding
first against the Company, the benefit of discussion, protest or
notice with respect to any such Note or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged as to any such Note except
by payment in full of the principal thereof, premium, if any,
Change of Control Purchase Price, Asset Sale Purchase Asset and
interest thereon or as provided in Sections 12.01, 15.03 and
15.05.  Each Subsidiary Guarantor further agrees that, as between
such Subsidiary Guarantor, on the one hand, and the holders of
Notes and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in
Article Six for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and
(ii) in the event of any declaration of acceleration of such
obligations as provided in Article Six, such obligations (whether
or not due and payable) shall, subject to the other provisions of
this Article Fifteen, forthwith become due and payable by such
Subsidiary Guarantor for the purpose of this Guarantee.  In
addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article Six, the Trustee
shall promptly make a demand for payment on the Notes under the
Guarantee provided for in this Article Fifteen.

     Each Subsidiary Guarantor shall be subrogated to all rights
of the holder of any Notes against the Company in respect of any
amounts paid to the holder of Notes by such Subsidiary Guarantor
pursuant to the provisions of this Guarantee; provided, that such 
                                              --------

Subsidiary Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of
subrogation until the principal of, premium, if any, Change of
Control Purchase Price, Asset Sale Purchase Price and interest on
all Notes shall have been paid in full.

     SECTION 15.02.  Guarantee senior in respect of Subordinated 
                     -------------------------------------------
Notes.  Each Subsidiary Guarantor, for itself, its successors and 
- -----
assigns, hereby acknowledges that the Guarantee issued hereunder
in respect of the Notes shall hereafter constitute for all
purposes Senior Indebtedness of such Subsidiary Guarantor under
the terms of the 12-3/4% Note Indenture to the extent that such
Subsidiary Guarantor is a guarantor under the 12-3/4% Note
Indenture.  

     SECTION 15.03.  Subsidiary Guarantors may consolidate, etc., 
                     -------------------------------------------
on certain terms.
- ----------------

     (a) Notwithstanding any other provision of this Indenture
(i) a Subsidiary Guarantor may consolidate or merge with or into,
or sell or convey all or substantially all of its property to,
the Company, provided, that the surviving corporation (if other 
             --------
than the Company) shall expressly assume by supplemental
indenture complying with the requirements of Article Ten,
satisfactory in form to the 

                               110

<PAGE>

<PAGE>

Trustee, the due and punctual payment of the principal of,
premium, if any, Change of Control Purchase Price, Asset Sale
Purchase Price and interest on all of the Notes, according to
their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture to be
performed or observed by the Company and (ii) a Subsidiary
Guarantor may consolidate or merge with or into, or sell or
convey all or substantially all of its property to, any other
Subsidiary Guarantor.

     (b) Nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of any Subsidiary
Guarantor with or into any other corporation or corporations
(whether or not affiliated with such Subsidiary Guarantor), or
successive consolidations or mergers in which such Subsidiary
Guarantor or its successor or successors shall be a party or
parties, or shall prevent any sale or conveyance of the property
of any Subsidiary Guarantor as an entirety or substantially as an
entirety to any other corporation (whether or not affiliated with
such Subsidiary Guarantor) authorized to acquire and operate the
same, whether in a single transaction or a series of related
transactions; provided, however, that each Subsidiary Guarantor 
              --------  -------
hereby covenants and agrees that any such consolidation, merger,
sale or conveyance shall be upon the condition that: (i) in the
event that the surviving corporation is a Subsidiary of the
Company, then (A) such surviving corporation (if other than such
Subsidiary Guarantor) shall be a corporation organized under the
laws of the United States of America or any State thereof, (B)
such surviving corporation (if other than such Subsidiary
Guarantor) shall assume the due and punctual performance and
observance of all of the covenants and conditions of this
Indenture to be performed by such Subsidiary Guarantor by
supplemental indenture complying with the requirements of Article
Ten, satisfactory in form to the Trustee, executed and delivered
to the Trustee, (C) immediately after giving effect to such
consolidation, merger, sale or conveyance, the Company could
incur $1.00 of Indebtedness pursuant to Section 4.10(a) and (D)
immediately after giving effect to such consolidation, merger,
sale or conveyance, the surviving corporation (whether such
Subsidiary Guarantor or such other corporation) shall have a
Consolidated Net Worth equal to or greater than the Consolidated
Net Worth of such Subsidiary Guarantor immediately prior to such
transaction; and (ii) in the event that the surviving corporation
is not a Subsidiary of the Company, then such consolidation,
merger, sale or conveyance shall otherwise have been made in
compliance with the terms of this Indenture (including, without
limitation, Section 4.14).  In the event that the surviving
corporation is a Subsidiary of the Company, (I) such Subsidiary
Guarantor shall deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such merger,
consolidation or transfer and such supplemental indenture comply
with this Section 15.03(b) and that all conditions precedent
herein provided relating to such transaction have been complied
with and (II) in case of any such consolidation, merger, sale or
conveyance and upon the assumption by the surviving corporation
(if other than such Subsidiary Guarantor), by supplemental
indenture executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual performance of
all the covenants and conditions of this Indenture to be
performed by such Subsidiary Guarantor, such surviving
corporation shall succeed to and be substituted for such
Subsidiary Guarantor, with the same effect as if it had been
named herein as such Subsidiary Guarantor and in the case of any
such sale or conveyance, such Subsidiary Guarantor (if not the
surviving corporation) shall be relieved of all of its
obligations and duties under this Indenture and the Notes.

     SECTION 15.04.  Application of certain terms and provisions 
                     -------------------------------------------
to the Subsidiary Guarantors.
- ----------------------------

     (a) For purposes of any provision of this Indenture which
provides for the delivery by any Subsidiary Guarantor of an
Officer's Certificate and/or an Opinion of Counsel, the
definitions of such terms in Section 1.01 shall apply to such
Subsidiary Guarantor as if references therein to the Company were
references to such Subsidiary Guarantor.

                               111

<PAGE>

<PAGE>

     (b) The Subsidiary Guarantors shall comply with all
reporting requirements of Section 5.03 as if references therein
to the Company were references to the Subsidiary Guarantors.

     (c) Any request, direction, order or demand which by any
provision of this Indenture is to be made by any Subsidiary
Guarantor, shall be sufficient if evidenced as described in
Section 7.02 as if references therein to the Company were
references to such Subsidiary Guarantor.

     (d) Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or by the holders of Notes to or on any Subsidiary
Guarantor may be given or served as described in Section 14.03 as
if references therein to the Company were references to such
Subsidiary Guarantor.

     (e) Upon any demand, request or application by any
Subsidiary Guarantor to the Trustee to take any action under this
Indenture, such Subsidiary Guarantor shall furnish to the Trustee
such certificates and opinions as are required in Section 14.05
as if all references therein to the Company were references to
such Subsidiary Guarantor.

     SECTION 15.05.  Release of Guarantee.
                     --------------------

     (a) If at any time any Subsidiary Guarantor ceases to be a
Bank Guarantor, is not a Subsidiary Guarantor under the 12-3/4%
Note Indenture and the 9-7/8% Note Indenture and no Event of
Default (or event or condition which with the giving of notice or
the passage of time would be an Event of Default) then exists and
is continuing, and either (x) such Subsidiary Guarantor has not
Incurred any Indebtedness or preferred stock (including
preference stock) after the date hereof that is then outstanding
other than Indebtedness Incurred pursuant to Section 4.10(a) (but
only to the extent such Indebtedness is also Indebtedness of
Alpart), Section 4.10(b)(iii) or Section 4.10(b)(iv) and, in each
case, permitted refinancings thereof, or (y) the Notes are then
rated Baa3 (or the equivalent) or better by Moody's Investors
Service, Inc. (or a successor rating agency) or BBB- (or the
equivalent) or better by Standard & Poor's Corporation (or a
successor rating agency), then such Person shall cease to be a
Subsidiary Guarantor hereunder upon the delivery of the Officers'
Certificate and Opinion of Counsel set forth in paragraph (b) of
this Section 15.05.  Thereafter, the Guarantee given by such
Subsidiary Guarantor shall no longer have any force or effect and
such Person shall be relieved of all of its obligations and
duties under this Indenture and the Notes.

     (b) Upon any Subsidiary Guarantor ceasing to be a Bank
Guarantor, the Company may, at its option, deliver to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating
that such Subsidiary Guarantor is no longer a Bank Guarantor, is
not a Subsidiary Guarantor under the 9-7/8% Note Indenture or the
12-3/4% Note Indenture and that no Event of Default (or event or
condition which with the giving of notice or the passage of time
would become an Event of Default) exists and is continuing and
that all conditions precedent herein provided relating to Section
15.05(a) have been complied with.

     (c) Upon the sale or disposition (by merger or otherwise,
including, without limitation, pursuant to Section 15.03(b)(ii))
of a Subsidiary Guarantor (or the Company's or a Subsidiary's
interest therein) by the Company or a Subsidiary of the Company
to a Person that is not the Company or a Subsidiary of the
Company and which sale or disposition is otherwise in compliance
with the terms of this Indenture (including, without limitation,
Section 4.14), the obligations of such Subsidiary Guarantor under
its Guarantee shall be deemed released without any further action
required on the part of the Trustee, such Subsidiary Guarantor,
the Company or any holder of the Notes, provided that any
                                        --------

                               112

<PAGE>

<PAGE>

guarantee of such Subsidiary Guarantor with respect to the Credit
Agreement, the 12-3/4% Notes and the 9-7/8% Notes, and any
renewals, extensions, refundings, replacements, restructurings or
refinancings, amendments and modifications thereof, if any, has
been or is simultaneously released.  At the request of the
Company, the Trustee shall execute and deliver an appropriate
instrument evidencing any such release.

     (d) Upon the designation by the Board of Directors of the
Company of a Subsidiary Guarantor as an Unrestricted Subsidiary
in compliance with the terms of this Indenture, the obligations
of such Subsidiary Guarantor under its Guarantee shall be deemed
released without any further action required on the part of the
Trustee, such Subsidiary Guarantor, the Company or any holder of
the Notes; provided, however, that, any guarantee of such
Subsidiary Guarantor with respect to the Credit Agreement, the
12-3/4% Notes and the 9-7/8% Notes, and any renewals, extensions,
refundings, replacements, restructurings or refinancings,
amendments and modifications thereof, if any, has been or is
simultaneously released.

     (e) Upon the release of any Subsidiary Guarantor from its
Guarantee pursuant to any provision of this Indenture, each other
Subsidiary Guarantor not so released shall remain liable for the
full amount of principal of, and interest on, the Notes as and to
the extent provided in this Indenture.  At the request of the
Company, the Trustee shall execute and deliver an appropriate
instrument evidencing any such release.

                               113

<PAGE>

<PAGE>

     IN WITNESS WHEREOF, each of KAISER ALUMINUM & CHEMICAL
CORPORATION, KAISER ALUMINA AUSTRALIA CORPORATION, ALPART JAMAICA
INC., KAISER FINANCE CORPORATION, KAISER JAMAICA CORPORATION,
KAISER MICROMILL HOLDINGS, LLC, KAISER SIERRA MICROMILLS, LLC,
KAISER TEXAS MICROMILL HOLDINGS, LLC and KAISER TEXAS SIERRA
MICROMILLS, LLC, has caused this Indenture to be signed and
acknowledged by its Chairman of the Board, its President or one
of its Vice Presidents, and its corporate seal to be affixed
hereunto, and the same to be attested by one of its Vice
Presidents; and FIRST TRUST NATIONAL ASSOCIATION has caused this
Indenture to be signed and acknowledged by one of its Vice
Presidents or Assistant Vice Presidents, has caused its corporate
seal to be affixed hereunto, and the same to be attested by one
of its Assistant Secretaries, all as of the day and year first
written above.


KAISER ALUMINUM & CHEMICAL CORPORATION


By:
   -----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


KAISER ALUMINA AUSTRALIA CORPORATION


By:
   -----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


ALPART JAMAICA INC.


By:
   -----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


<PAGE>

<PAGE>

KAISER FINANCE CORPORATION


By:
   ------------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


KAISER JAMAICA CORPORATION


By:
    ----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


KAISER MICROMILL HOLDINGS, LLC


By:
    ---------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


KAISER SIERRA MICROMILLS, LLC


By:
    ----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:

<PAGE>

<PAGE>

KAISER TEXAS MICROMILL HOLDINGS, LLC


By:
    ----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


KAISER TEXAS SIERRA MICROMILLS, LLC


By:
    ----------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


FIRST TRUST NATIONAL ASSOCIATION, as Trustee


By:
    ---------------------------------------------------------
    Name:
    Title:

[SEAL]

Attest:


<PAGE>

<PAGE>
                           Exhibit A-1
                           ------------


           (Back of Regulation S Temporary Global Note)

                      % Senior Note due 2006


         THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).

         NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON.

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR INTERESTS IN THE GLOBAL NOTE OR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE
OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.05 OF THE INDENTURE.

         THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS.  NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO
REGISTRATION.  THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, INTEREST OR
PARTICIPATION PRIOR TO THE DATE WHICH IS THREE YEARS (OR SUCH
SHORTER PERIOD PERMITTED UNDER RULE 144(K) UNDER THE SECURITIES
ACT OF 1933 (OR A SUCCESSOR CLAUSE)) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF THIS SECURITY) (THE "RESALE RESTRICTION
TERMINATION DATE") ONLY (1) BY THE INITIAL INVESTOR (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933, (C) FOR SO
LONG AS THE NOTES ARE 


<PAGE>

<PAGE>

ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS WHO MAKE CERTAIN REPRESENTATIONS TO THE
TRUSTEE WHICH OFFERS AND SALES OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OF
1933, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AND (2)
BY SUBSEQUENT INVESTORS, AS SET FORTH IN (1) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER
THE SECURITIES ACT OF 1933 THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
"ACCREDITED INVESTOR" FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT OF 1933, AND WHO MAKES CERTAIN
REPRESENTATIONS TO THE TRUSTEE, SUBJECT TO THE COMPANY'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (2) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO THE COMPANY AND THE TRUSTEE, AND, IN EACH CASE,
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE.

         Until this Regulation S Temporary Global Note is
exchanged for interests in the Global Notes or for Certificated
Notes, the Holder hereof shall not be entitled to receive
payments of interest hereon; until so exchanged in full, this
Regulation S Temporary Global Note shall in all other respects be
entitled to the same benefits as other Notes under the Indenture.

         This Regulation S Temporary Global Note is exchangeable
in whole or in part for interests in the Global Note or for
Certificated Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii)
upon presentation of certificates required by Article 2 of the
Indenture.  Upon exchange of this Regulation S Temporary Global
Note in full for interests in the Global Note or Certificated
Notes, the Trustee shall cancel this Regulation S Temporary
Global Note.

         This Regulation S Temporary Global Note shall not
become valid or obligatory until the certificate of
authentication hereon shall have been duly manually signed by the
Trustee in accordance with the Indenture.  This Regulation S
Temporary Global Note shall be governed by and construed in
accordance with the laws of the State of the New York.  All
references to "$," "Dollars," "dollars" or "U.S. $" are to such
coin or currency of the United States of America as at the time
shall be legal tender for the payment of public and private debts
therein.

<PAGE>

<PAGE>

                           Exhibit A-2
                           ------------
                                 

   FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                  FROM REGULATION S GLOBAL NOTE
          (Pursuant to Section 2.05(e) of the Indenture)


First Trust National Association
180 E. Fifth Street
St. Paul, MN  55101
Attention:  Corporate Trust Division

         Re:  10-7/8% Senior Notes due 2006 of Kaiser Aluminum &
Chemical Corporation

         Reference is hereby made to the Indenture, dated as of
October 23, 1996 (the "Indenture"), among Kaiser Aluminum &
Chemical Corporation, as issuer (the "Company"), the parties
listed therein as subsidiary guarantors and First Trust National
Association, as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

         This letter relates to $        principal amount of 
                                  -------
Notes which are evidenced by one or more Regulation S Temporary
Global Notes (CUSIP           ) and held with the Depository in 
                    ----------
the name of                              (the "Transferor").  The 
            ---------------------------- 
Transferor has requested a transfer of such beneficial interest
in the Notes to a Person who will take delivery thereof in the
form of an equal principal amount of Notes evidenced by (i) the
Global Notes (CUSIP             ), to be held with the Depository 
                    -----------
or (ii) Certificated Notes (CUSIP          ).
                                  ---------

         In connection with such request and in respect of such
Notes, the Transferor hereby certifies that:

                           [CHECK ONE]

     --  such transfer is being effected pursuant to and in
         accordance with Rule 144A under the United States
         Securities Act of 1933, as amended (the "Securities
         Act"), and, accordingly, the Transferor hereby further
         certifies that the Notes are being transferred to a
         Person that the Transferor reasonably believes is
         purchasing the Notes for its own account, or for one or
         more accounts with respect to which such Person
         exercises sole investment discretion, and such Person
         and each such account is a "qualified institutional
         buyer" within the meaning of Rule 144A in a transaction
         meeting the requirements of Rule 144A;

     --  such transfer is being effected pursuant to an
         effective registration statement under the Securities
         Act;

                                or

     --  such transfer is being effected pursuant to an
         exemption from the registration requirements of the
         Securities Act other than Rule 144A, 

and the Transferor hereby further certifies that the Notes are
being transferred in compliance with the transfer restrictions
applicable to the Regulation S Temporary Global Note and in
accordance with the requirements of the exemption claimed, which
certification is supported by an Opinion of Counsel, provided by
the Transferor or the transferee (a copy of which the Transferor
has attached to this certification) in form reasonably acceptable
to the Company and to the Note registrar, to the effect that such
transfer is in compliance with the Securities Act;

and such Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United
States.


<PAGE>

<PAGE>

         Upon giving effect to this request to exchange a
beneficial interest in Regulation S Temporary Global Notes for a
beneficial interest in Global Notes or for Certificated Notes, as
applicable, the resulting beneficial interest shall be subject to
the restrictions on transfer applicable to Global Notes or
Certificated Notes, as applicable, pursuant to the Indenture and
the Securities Act.

         This certificate and the statements contained herein
are made for your benefit and the benefit of the Company and the
Purchasers of such Notes being transferred.
 
- -------------------------
[Name of Transferor] 


By:  -----------------------------------------
Name:
Title:


Dated:               , 
        -------------  -----

<PAGE>

<PAGE>
                            SCHEDULE A
                            ----------

                   SCHEDULE OF LIENS SECURING 
               INDEBTEDNESS IN EXCESS OF $5,000,000


     1.  Liens granted pursuant to, in connection with or
otherwise contemplated by that certain Credit Agreement, dated as
of February 15, 1994, among Kaiser Aluminum & Chemical
Corporation, Kaiser Aluminum Corporation, the financial
institutions that are, or from time to time become, parties
thereto, and BankAmerica Business Credit, Inc., as agent,
including all related notes, collateral documents and guarantees,
in each case as any of the same has been or may be amended,
supplemented, restated, restructured or otherwise modified from
time to time (in each case, in whole or in part).

     2.  Liens granted pursuant to, in connection with or
otherwise contemplated by the Jackson County, West Virginia
Refunding Pollution Control Revenue Bonds, Series 1978.
<PAGE>

<PAGE>

                            SCHEDULE B
                           -----------

                    REAL PROPERTY CONSTITUTING
                       PERMITTED COLLATERAL
                       --------------------
                      
State               Location 1
- -----               ---------
California          Oxnard
                    1001 McWane Blvd.
                    Oxnard, CA 93033

California          6177 Sunol Boulevard
                    Pleasanton, CA 94566-7769

Ohio                Newark
                    South Hebron Rd., Rt. 79
                    Heath, Ohio 43056

Oklahoma            Tulsa Magnesium
                    7311 E. 41st Street
                    Tulsa, OK 74145

Pennsylvania        Erie
                    1015 E. 12th Street
                    Erie, PA 16503

South Carolina      Greenwood
                    1508 Highway 246 So.
                    Greenwood, SC 29649

South Carolina      Greenwood
                    813 West Alexander Avenue
                    Greenwood, SC

Texas               Sherman
                    Highway 75 South
                    Sherman TX 75090

Washington          Mead
                    Spokane County
                    E. 2111 Hawthorne Road
                    Mead, WA 99021



- --------------
 1 The real property referred to in this Schedule B is more fully
and completely described in mortgages and deeds of trust executed
and delivered by the Company in connection with the execution and
delivery of the Credit Agreement, and the descriptions set forth
in such mortgages and deeds of trust, as the same have been
amended, shall be deemed to control with respect to the real
property referred to herein.
<PAGE>

<PAGE>

Washington          Mead South, and Cowles
                    Spokane County
                    No Applicable Street Address

Washington          3400 Taylor Way
                    Tacoma, WA 98421

Washington          Trentwood
                    15000 East Euclid
                    Spokane, WA 99215


                                2

<PAGE>

<PAGE>

                            SCHEDULE C
                           -----------

                       CERTAIN INDEBTEDNESS
                       --------------------

Each of the following as it has been or may be amended,
supplemented, restated, restructured or otherwise modified from
time to time:

1.   Indebtedness under, in connection with or relating to the
     CARIFA Financing (as such term is defined in the Indenture
     to which this is Schedule C (the "Indenture").

2.   Indebtedness under, in connection with or relating to
     Installment Sale Agreement dated as of December 1, 1992,
     between the Parish of St. James, State of Louisiana, and
     Kaiser Aluminum & Chemical Corporation; Trust Indenture
     between the Parish of St. James, State of Louisiana, and
     First National Bank of Commerce dated as of December 1,
     1992; and other documents, each in respect of Parish of St.
     James, Louisiana, Solid Waste Disposal Revenue Bonds (Kaiser
     Aluminum Project) Series 1992.

3.   Indebtedness under, in connection with or relating to
     Financing Agreement dated as of March 1, 1978, between
     Jackson County, West Virginia, and Kaiser Aluminum &
     Chemical Corporation; Indenture of Trust dated as of March
     1, 1978, between Jackson County, West Virginia, and Mellon
     Bank, N.A.; Guaranty Agreement dated as of March 1, 1978;
     between Kaiser Aluminum & Chemical Corporation and Mellon
     Bank, N.A.; Agreement dated as of March 1, 1978, between
     Jackson County, West Virginia, and Kaiser Aluminum &
     Chemical Corporation; and Deed and Bill of Sale dated as of
     March 1, 1978, between Jackson County, West Virginia, and
     Kaiser Aluminum & Chemical Corporation, each in respect of
     Jackson County, West Virginia Refunding Pollution Control
     Revenue Bonds, Series 1978 (Kaiser Aluminum & Chemical
     Corporation Project).

4.   Indebtedness under, in connection with or relating to Series
     V Loan Agreements, dated July 19, 1995, and all documents
     related thereto, including (without limitation) deed
     amendments, financing agreements, tolling agreements,
     participant agreements, all in respect to Queensland Alumina
     Limited U.S. Dollar Debentures (Series V).

5.   Indebtedness under, in connection with or relating to Series
     W Loan Agreements, dated July 31, 1996, and all documents
     related thereto, including deeds, financing agreements,
     tolling agreements, participant agreements, all in respect
     to Queensland Alumina Limited U.S. Dollar Debentures (Series
     W).

6.   Indebtedness under, in connection with or relating to
     bauxite vessels under lease to TNT Bulkships and Australia
     National Line in connection with the business of Queensland
     Alumina Limited.

<PAGE>

<PAGE>

7.   Indebtedness under, in connection with or relating to any
     Indebtedness to Refinance (as defined in the Indenture), in
     whole or in part, any obligations identified above in Items
     1 through 6, or any one or more successive Refinancings of
     any thereof; provided, however, that such Refinancing
     Indebtedness (as defined in the Indenture) in each such case
     is in an aggregate amount not in excess of the aggregate
     amount of such Refinanced Indebtedness (as defined in the
     Indenture) (including accrued interest thereon and undrawn
     amounts under credit arrangements otherwise permitted to be
     incurred pursuant to the Indenture), the amount of any
     premium required to be paid in connection with such
     Refinancing pursuant to the terms of such Refinanced
     Indebtedness or the amount of any reasonable and customary
     premium determined by Kaiser Aluminum & Chemical Corporation
     to be necessary to accomplish such refinancing by means of a
     redemption, tender offer, privately negotiated transaction,
     defeasance, or other similar transaction, and an amount
     equal to the reasonable fees and expenses in connection with
     the incurrence of such Refinancing Indebtedness.

                                2




<PAGE>
- --------------------------------------------------------------  
                                                                
                                                   



                  REGISTRATION RIGHTS AGREEMENT




                     Dated October 23, 1996



                              among



             KAISER ALUMINUM & CHEMICAL CORPORATION
             KAISER ALUMINA AUSTRALIA CORPORATION
                  KAISER FINANCE CORPORATION
                      ALPART JAMAICA INC.
                  KAISER JAMAICA CORPORATION
                KAISER MICROMILL HOLDINGS, LLC
                 KAISER SIERRA MICROMILLS, LLC
             KAISER TEXAS MICROMILL HOLDINGS, LLC
              KAISER TEXAS SIERRA MICROMILLS, LLC



                               and



       MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
      DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
                     SALOMON BROTHERS INC
                      BA SECURITIES, INC.
                   BEAR, STEARNS & CO. INC.
                               
                               
                               
                               
                               
- --------------------------------------------------------------  


<PAGE>
                 REGISTRATION RIGHTS AGREEMENT
                               
                               
     This Registration Rights Agreement (the "Agreement") is 
                                              ---------
made and entered into as of October 23, 1996 among Kaiser
Aluminum & Chemical Corporation, a Delaware corporation (the
"Company"), Kaiser Alumina Australia Corporation, Kaiser 
 -------
Finance Corporation, Alpart Jamaica Inc., Kaiser Jamaica
Corporation, Kaiser Micromill Holdings, LLC, Kaiser Sierra
Micromills, LLC, Kaiser Texas Micromill Holdings, LLC, and
Kaiser Texas Sierra Micromills, LLC (collectively, the
"Guarantors"), and Merrill Lynch, Pierce, Fenner & Smith 
 ----------
Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Salomon Brothers Inc, BA Securities, Inc. and
Bear, Stearns & Co. Inc. (the "Purchasers").

                               ----------

     This Agreement is made pursuant to the Purchase Agreement
dated October 17, 1996 among the Company, the Guarantors and
the Purchasers (the "Purchase Agreement"), which provides for, 
                     ------------------
among other things, the sale by the Company to the Purchasers
of an aggregate of $175,000,000 principal amount of the
Company's 10-7/8% Senior Notes due 2006 (the "Securities").  In 
                                           -----------
order to induce the Purchasers to enter into the Purchase
Agreement, the Company and the Guarantors have agreed to
provide to the Purchasers and certain of their direct and
indirect transferees the registration rights set forth in this
Agreement.  The execution and delivery of this Agreement is a
condition to the closing of the transactions contemplated by
the Purchase Agreement.

     In consideration of the foregoing, the parties hereto
agree as follows:

     1.  Definitions.  As used in this Agreement, the following 
         -----------
capitalized defined terms shall have the following meanings:

     "Additional Interest" shall have the meaning set forth in 
      -------------------
Section 2(e) hereof.

     "Advice" shall have the meaning set forth in the last

      ------
paragraph of Section 3 hereof.

     "Applicable Period" shall have the meaning set forth in 
      -----------------
Section 3(s) hereof.

     "Business Day" shall mean a day that is not a Saturday, a 
      ------------
Sunday, or a day on which banking institutions in New York, New
York are required to be closed.

     "Closing Time" shall mean the Closing Time as defined in 
      ------------
the Purchase Agreement.

     "Company" shall have the meaning set forth in the preamble 
      -------
to this Agreement and also includes the Company's successors
and permitted assigns.

     "Depositary" shall mean The Depository Trust Company, or 
      ----------
any other depositary appointed by the Company; provided, 
                                               --------
however, that such depositary must have an address in the 
- -------
Borough of Manhattan, in The City of New York.

     "Effectiveness Period" shall have the meaning set forth in 
      --------------------
Section 2(b) hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 
      ------------
1934, as amended from time to time, and the rules and
regulations of the SEC promulgated thereunder.

     "Exchange Notes" shall mean the 10-7/8% Senior Notes due 
      --------------
2006, Series B, issued by the Company under the Indenture
containing terms substantially identical to the Securities
(except that (i) interest thereon shall accrue from the last
date to which interest was paid on the Securities or, if no
such interest has been paid, from October 23, 1996, (ii) the
provisions for Additional Interest thereon shall be eliminated
(except as contemplated by Section 2(e)(v) hereof with respect
to Exchange Notes held by Participating Broker-Dealers) and
(iii) the transfer restrictions thereon shall be eliminated) to
be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.

     "Exchange Offer" shall mean the exchange offer by the 
      --------------
Company of Exchange Notes for Securities pursuant to Section
2(a) hereof.

     "Exchange Offer Registration" shall mean a registration 
      ---------------------------
under the Securities Act effected pursuant to Section 2(a)
hereof.

     "Exchange Offer Registration Statement" shall mean an 
      -------------------------------------
exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form), and all amendments
and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

     "Exchange Period" shall have the meaning set forth in 
      ---------------
Section 2(a) hereof.

     "Guarantors" shall have the meaning set forth in the 
      ----------
Indenture.

     "Holder" shall mean the Purchasers, for so long as they 
      ------
own any Registrable Securities, and each of their successors,
assigns and direct and indirect transferees who become
registered owners of Registrable Securities under the
Indenture.

     "Indenture" shall mean the Indenture relating to the 
      ---------
Securities dated as of October 23, 1996 among the Company, as
issuer, the Guarantors and First Trust National Association, as
trustee, as the same may be amended or supplemented from time
to time in accordance with the terms thereof.

     "Inspectors" shall have the meaning set forth in 
      ----------
Section 3(n) hereof.

     "Majority Holders" shall mean the Holders of a majority of 
      ----------------
the aggregate principal amount of outstanding Registrable
Securities.

     "Participating Broker-Dealer" shall have the meaning set 
      ---------------------------
forth in Section 3(s) hereof.

     "Person" shall mean an individual, trustee, partnership, 
      ------
corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof, or other
legal entity.

     "Prospectus" shall mean the prospectus included in a 
      ----------
Registration Statement, including any preliminary prospectus,
and any such prospectus as amended or supplemented by any
prospectus supplement, including a prospectus supplement with
respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a
prospectus, including post-effective amendments, and in each
case including all material incorporated by reference therein.

     "Purchase Agreement" shall have the meaning set forth in 
      ------------------
the preamble to this Agreement.

     "Purchasers" shall have the meaning set forth in the 
      ----------
preamble to this Agreement.

     "Records" shall have the meaning set forth in Section 3(n) 
      -------
hereof.

     "Registrable Securities" shall mean the Securities; 
      ---------------------- 
provided, however, that Securities shall cease to be 
- --------  -------
Registrable Securities when (i) a Registration Statement with
respect to such Securities for the resale thereof, shall have
been declared effective under the Securities Act and such
Securities shall have been disposed of pursuant to such
Registration Statement, (ii) such Securities shall have been
sold to the public in compliance with Rule 144 (or any similar
provision then in force) under the Securities Act, (iii) such
Securities shall have ceased to be outstanding or (iv) with
respect to the Securities, such Securities have been exchanged
for Exchange Notes upon consummation of the Exchange Offer and
are thereafter freely tradeable (and, for the purpose only of
Section 2(e) hereof, not subject to a prospectus delivery
requirement) by the holder thereof not an affiliate of the
Company or any Guarantor.

     "Registration Default" shall have the meaning set forth in 
      --------------------
Section 2(e) hereof.

     "Registration Expenses" shall mean any and all expenses 
      ---------------------
incident to performance of or compliance by the Company and the
Guarantors with this Agreement, including without limitation: 
(i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing 
                               ----
fees, including, if applicable, the fees and expenses of any
"qualified independent underwriter" (and its counsel) that is
required to be retained by any Holder of Registrable Securities
in accordance with the rules and regulations of the NASD, (ii)
all fees and expenses incurred in connection with compliance
with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or
Holders in connection with blue sky qualification of any of the
Exchange Notes or Registrable Securities) and compliance with
the rules of the NASD, (iii) all expenses of any Persons
retained with the consent of the Company in preparing or
assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any
amendments or supplements thereto, and in preparing or
assisting in preparing, printing and distributing any
underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with
this Agreement, (iv) all rating agency fees, (v) the fees and
disbursements of counsel for the Company and the Guarantors and
of the independent certified public accountants of the Company
and the Guarantors, including the expenses of any "cold
comfort" letters required by or incident to such performance
and compliance, (vi) the fees and expenses of the Trustee, and
any exchange agent or custodian, (vii) all fees and expenses
incurred in connection with the listing, if any, of any of the
Registrable Securities or Exchange Notes on any securities
exchange or exchanges, and (viii) any fees and disbursements of
any underwriter customarily required to be paid by issuers or
sellers of securities and the reasonable fees and expenses of
any special experts, in each case, retained by the Company or
any Guarantor in connection with any Registration Statement,
but excluding fees of counsel to the underwriters and
underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Registrable
Securities by a Holder.

     "Registration Statement" shall mean any registration 
      ----------------------
statement of the Company which covers any of the Exchange Notes
or Registrable Securities pursuant to the provisions of this
Agreement, and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in
each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference, or
deemed to be incorporated by reference, therein.

     "SEC" shall mean the Securities and Exchange Commission.
      ---

     "Securities" shall have the meaning set forth in the 
      ----------
preamble to this Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as 
      --------------
amended from time to time and the rules and regulations of the
SEC promulgated thereunder.

     "Shelf Registration" shall mean a registration effected 
      ------------------
pursuant to Section 2(b) hereof.

     "Shelf Registration Event" shall have the meaning set 
      ------------------------
forth in Section 2(b) hereof.

     "Shelf Registration Event Date" shall have the meaning set 
      -----------------------------
forth in Section 2(b) hereof.

     "Shelf Registration Statement" shall mean a "shelf" 
      ----------------------------
registration statement of the Company pursuant to the
provisions of Section 2(b) hereof which covers Registrable
Securities in respect of which a Shelf Registration Statement
is required to be filed pursuant to this Agreement on an
appropriate form under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement,
including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all
material incorporated by reference or deemed to be incorporated
by reference therein.

     "TIA" shall have the meaning set forth in Section 3(l) 
      ---
hereof.

     "Trustee" shall mean the trustee with respect to the 
      -------
Securities under the Indenture.

     2.  Registration Under the Securities Act.
         -------------------------------------

          a.  Exchange Offer.  To the extent not prohibited by 
              --------------
     any law or applicable interpretations of the staff of the
     SEC, the Company and the Guarantors shall, for the benefit
     of the Holders, at the Company's expense, (i) cause to be
     filed with the SEC within 30 days after the Closing Time
     an Exchange Offer Registration Statement on an appropriate
     form under the Securities Act covering the offer by the
     Company and the Guarantors to the Holders to exchange any
     and all of the Registrable Securities for a like principal
     amount of Exchange Notes, (ii) use their reasonable best
     efforts to have such Exchange Offer Registration Statement
     declared effective under the Securities Act by the SEC not
     later than the date which is 90 days after the Closing
     Time, (iii) use their reasonable best efforts to have such
     Registration Statement remain effective until the closing
     of the Exchange Offer and (iv) use their reasonable best
     efforts to cause the Exchange Offer to be consummated not
     later than 130 days after the Closing Time.  The Exchange
     Notes will be issued under the Indenture.  Upon the
     effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall as soon as
     practicable commence the Exchange Offer, it being the
     objective of such Exchange Offer to enable each Holder
     eligible and electing to exchange Registrable Securities
     for Exchange Notes (assuming that such Holder is not an
     affiliate of the Company or any Guarantor within the
     meaning of Rule 405 under the Securities Act and is not a
     broker-dealer tendering Registrable Securities acquired
     directly from the Company or any Guarantor or any
     affiliate of the Company or any Guarantor for its own
     account, and has no arrangements or understandings with
     any Person to participate in the Exchange Offer for the
     purpose of distributing (within the meaning of the
     Securities Act) the Exchange Notes) to transfer such
     Exchange Notes from and after their receipt, subject to
     the prospectus delivery requirements of Participating
     Broker-Dealers as contemplated by Section 3(s) hereof,
     without any limitations or restrictions under the
     Securities Act or under state securities or blue sky laws.

          In connection with the Exchange Offer, the Company
and the Guarantors shall:

                    (a)    mail to each Holder a copy of the 
    Prospectus forming part of the Exchange Offer Registration 
    Statement, together with an appropriate letter of 
    transmittal and related documents;

                    (b)    keep the Exchange Offer open for 
    acceptance for a period of not less than 30 days after 
    the date notice thereof is mailed to the Holders (or 
    longer if required by applicable law) (such period 
    referred to herein as the "Exchange Period");
                               ---------------

                    (c)    utilize the services of a 
    Depositary for the Exchange Offer;

                    (d)    permit Holders to withdraw 
    tendered Securities at any time prior to the close 
    of business, New York time, on the last Business 
    Day of the Exchange Period, by sending to the 
    institution specified in the notice, a telegram, 
    telex, facsimile transmission or letter setting
    forth the name of such Holder, the principal amount of
    Securities delivered for exchange, and a statement that
    such Holder is withdrawing his election to have such
    Securities exchanged;

                    (e)    notify each Holder that any 
    Security not tendered will remain outstanding and 
    continue to accrue interest, but will not retain 
    any rights under this Agreement (except as 
    otherwise provided herein); and

                    (f)    otherwise comply in all 
    material respects with all applicable laws relating 
    to the Exchange Offer.

          As soon as practicable after the close of the
     Exchange Offer the Company shall (i) accept for exchange
     all Securities or portions thereof tendered and not
     validly withdrawn pursuant to the Exchange Offer and (ii)
     deliver, or cause to be delivered, to the Trustee for
     cancellation all Securities or portions thereof so
     accepted for exchange by the Company, and issue, and cause
     the Trustee under the Indenture to promptly authenticate
     and deliver to each Holder, a new Exchange Security equal
     in principal amount to the principal amount of the
     Securities surrendered by such Holder.

          To the extent not prohibited by any law or applicable
     interpretations of the staff of the SEC, the Company and
     the Guarantors shall use their reasonable best efforts to
     complete the Exchange Offer as provided above, and shall
     comply with the applicable requirements of the Securities
     Act, the Exchange Act and other applicable laws in
     connection with the Exchange Offer.  The Exchange Offer
     shall not be subject to any conditions, other than that
     the Exchange Offer does not violate any law or applicable
     interpretations of the staff of the SEC.  Each Holder of
     Registrable Securities who wishes to exchange such
     Registrable Securities for Exchange Notes in the Exchange
     Offer will be required to make certain customary
     representations in connection therewith, including
     representations that (i) it is not an affiliate of the
     Company or any Guarantor, (ii) it is not a broker-dealer
     tendering Securities acquired directly from the Company or
     any Guarantor or an affiliate of the Company or any
     Guarantor, (iii) any Exchange Notes to be received by it
     will be acquired in the ordinary course of business, (iv)
     it has no arrangement or understanding with any person to
     participate in the distribution (within the meaning of the
     Securities Act) of the Exchange Notes in violation of the
     Securities Act and (v) it is not acting on behalf of any
     person who could not truthfully make the foregoing
     representations.

          Upon consummation of the Exchange Offer in accordance
     with this Section 2(a), the provisions of this Agreement
     shall continue to apply, mutatis mutandis, solely with 
                              ------- --------
     respect to Registrable Securities as to which Section
     2(b)(iii) or Section 2(b)(iv) hereof is applicable and to
     Exchange Notes held by Participating Broker-Dealers, and
     the Company shall have no further obligation to register
     Registrable Securities (other than Securities as to which
     Section 2(b)(iii) or Section 2(b)(iv) hereof is
     applicable) pursuant to Section 2(b) hereof.

          b.   Shelf Registration.  In the event that (i) the 
               ------------------
     Company reasonably determines, after conferring with
     counsel (which may be in-house counsel), that the Exchange
     Offer Registration provided in Section 2(a) hereof is not
     available or may not be consummated as soon as practicable
     after the last day of the Exchange Period because it would
     violate any law or applicable interpretations of the staff
     of the SEC, (ii) the Exchange Offer is not for any reason
     consummated or capable of being consummated within 180
     days after the Closing Time, (iii) any Holder of
     Securities notifies the Company in writing within 15 days
     after receipt of the prospectus forming part of the
     Exchange Offer Registration Statement required to be
     mailed to each Holder as set forth above that (A) in the
     opinion of nationally-recognized counsel for such Holder
     (or counsel acting for or by reference to all Holders),
     due to a change in law or SEC staff interpretation which
     change occurs subsequent to the date hereof, such Holder
     is not entitled to participate in the Exchange Offer or
     (B) in the opinion of nationally-recognized counsel for
     such Holder (or counsel acting for or by reference to all
     Holders), due to a change in law or SEC staff
     interpretation which change occurs subsequent to the date
     hereof, such Holder may not resell the Exchange Notes
     acquired by it in the Exchange Offer to the public without
     delivering a prospectus and (I) the prospectus contained
     in the Exchange Offer Registration Statement is not
     appropriate or available for such resales by such Holder
     and (II) such prospectus is not promptly amended or
     modified in order to be suitable for use in connection
     with resales by such Holder or (iv) upon the request of
     any Purchaser with respect to any Registrable Securities
     which it acquired directly from the Company or any
     Guarantor or an affiliate of the Company or any Guarantor
     and, with respect to other Registrable Securities held by
     it, if such Purchaser is not permitted, in the opinion of
     nationally-recognized counsel to such Purchaser, pursuant
     to any law or applicable interpretations of the staff of
     the SEC, to participate in the Exchange Offer and thereby
     receive securities that are freely tradeable without
     restriction (other than a prospectus delivery requirement)
     under the Securities Act and applicable blue sky or state
     securities laws (any of the events specified in (i)-(iv)
     being a "Shelf Registration Event" and the date of 
              ------------------------
     occurrence thereof, the "Shelf Registration Event Date"), 
                              -----------------------------
     the Company and the Guarantors shall, at the Company's
     expense, cause to be filed as promptly as practicable
     after such Shelf Registration Event Date, as the case may
     be, and, in any event, in the case of (i), (iii) and (iv)
     above, within 130 days after the Closing Time, and in the
     case of (ii) above, as soon as reasonably practicable
     after the 180 day period set forth therein
     (notwithstanding in the case of (ii) above, the Company
     shall remain liable for the increases in interest set
     forth in Section 2(e) until the effectiveness of the Shelf
     Registration Statement), a Shelf Registration Statement
     providing for the sale by the Holders of any and all of
     the Registrable Securities, and shall use their reasonable
     best efforts to have such Shelf Registration Statement
     declared effective by the SEC as soon as reasonably
     practicable after its filing with the SEC.  No Holder of
     Registrable Securities may include any of its Registrable
     Securities in any Shelf Registration pursuant to this
     Agreement unless and until such Holder furnishes to the
     Company in writing such information as the Company may,
     after conferring with counsel with regard to information
     relating to Holders that would be required by the SEC to
     be included in such Shelf Registration Statement or
     Prospectus included therein, reasonably request for
     inclusion in any Shelf Registration Statement or
     Prospectus included therein.  Each Holder as to which any
     Shelf Registration is being effected agrees to furnish to
     the Company all information with respect to such Holder
     necessary to make the information previously furnished to
     the Company by such Holder not materially misleading.

          The Company and the Guarantors agree to use their
     reasonable best efforts to keep the Shelf Registration
     Statement continuously effective for a period until the
     earlier of 36 months following the Closing Time (subject
     to extension pursuant to the last paragraph of Section 3
     hereof) or for such shorter period which will terminate
     when all of the Registrable Securities covered by the
     Shelf Registration Statement have been sold pursuant to
     the Shelf Registration Statement or otherwise cease to be
     Registrable Securities (the "Effectiveness Period").  The 
                                  --------------------
     Company and the Guarantors shall not permit any securities
     other than Registrable Securities to be included in the
     Shelf Registration.  The Company and the Guarantors
     further agree, if necessary, to supplement or amend the
     Shelf Registration Statement, if required by the rules,
     regulations or instructions applicable to the registration
     form used by the Company for such Shelf Registration
     Statement or by the Securities Act or by any other rules
     and regulations thereunder for shelf registrations, and
     the Company agrees to furnish to the Holders of
     Registrable Securities copies of any such supplement or
     amendment promptly after its being used or filed with the
     SEC.

          c.   Expenses.  The Company and the Guarantors shall 
               --------
     pay all Registration Expenses in connection with the
     registration pursuant to Section 2(a) or 2(b) hereof and
     will pay the reasonable fees and disbursements of any one
     counsel designated in writing by the Majority Holders to
     act as counsel for the Holders of the Registrable
     Securities in connection with a Shelf Registration
     Statement.  Except as provided herein, each Holder shall
     pay all expenses of its counsel, underwriting discounts
     and commissions and transfer taxes, if any, relating to
     the sale or disposition of such Holder's Registrable
     Securities pursuant to the Shelf Registration Statement.

          d.   Effective Registration Statement.  An Exchange 
               --------------------------------
     Offer Registration Statement pursuant to Section 2(a)
     hereof or a Shelf Registration Statement pursuant to
     Section 2(b) hereof will not be deemed to have become
     effective unless it has been declared effective by the
     SEC; provided, however, that if, after it has been 
          --------- --------
     declared effective, the effectiveness of a Registration
     Statement is interfered with by any stop order, injunction
     or other order or requirement of the SEC or any other
     governmental agency or court, such Registration Statement
     will be deemed not to have been effective during the
     period of such interference.  The Company and the
     Guarantors will be deemed not to have used their
     reasonable best efforts to cause the Exchange Offer
     Registration Statement or the Shelf Registration
     Statement, as the case may be, to become, or to remain,
     effective during the requisite period if they voluntarily
     take any action that would result in any such Registration
     Statement not being declared effective or in the Holders
     of Registrable Securities covered thereby not being able
     to exchange or offer and sell such Registrable Securities
     during that period unless (i) such action is required by
     applicable law or interpretations of the staff of the SEC
     or (ii) such action is taken by them in good faith and for
     valid business reasons (not including avoidance of their
     obligations hereunder).

          e.   Additional Interest.  In the event that (i) the 
               -------------------
     Exchange Offer Registration Statement has not been filed
     with the SEC on or prior to the 30th calendar day after
     the Closing Time, (ii) the Exchange Offer Registration
     Statement is not declared effective on or prior to the
     90th calendar day after the Closing Time, (iii) the
     Exchange Offer is not consummated on or prior to the 130th
     calendar day after the Closing Time, (iv) if a Shelf
     Registration Event shall have occurred and if the Shelf
     Registration Statement is not declared effective on or
     prior to the 130th calendar after the Closing Time or (v)
     the Exchange Offer Registration Statement or the Shelf
     Registration Statement is declared effective but
     thereafter ceases to be effective or usable during the
     period specified herein (each such event referred to in
     (i) through (v), a "Registration Default"), the interest 
                         --------------------
     rate borne by the Securities or Exchange Notes which are
     Registrable Securities shall be increased (the "Additional 
                                                     ----------
     Interest") by one-quarter of one percent (0.25%) per annum 
     --------
     for the first 90-day period immediately after the first
     such Registration Default.  The interest rate borne by
     such Registrable Securities shall increase by an
     additional one-quarter of one percent (0.25%) per annum
     for each subsequent 90-day period, in each case, until all
     Registration Defaults have been cured (provided that in
     the event the Company has abandoned the Exchange Offer
     because of the circumstances described in Section 2(b)(i)
     or Section 2(b)(ii) hereof, then the effectiveness of the
     Shelf Registration Statement shall be deemed a cure of
     such Registration Defaults); provided, that the aggregate 
                                  ---------
     increase in such interest rate pursuant to this Section
     2(e) will in no event exceed one percent (1.00%) per
     annum.  Notwithstanding any of the above, it is understood
     that additional interest pursuant to a Registration
     Default under clause (v) above, as such clause (v) relates
     to an Exchange Offer Registration Statement, shall only be
     payable to a Participating Broker-Dealer that holds
     Registrable Securities subject to a prospectus delivery
     requirement; provided, that such a Registration Default
     may only be deemed to be occurring during the period
     following the 90th day after Closing Time until, subject
     to an extension of the relevant 180 day period pursuant to
     the last sentence of Section 3 hereof, 180 days after the
     effectiveness of the Exchange Offer Registration
     Statement.  Following the cure of all Registration
     Defaults, the interest rate borne by such Registrable
     Securities will be reduced to the original interest rate.

          The Company shall notify the Trustee within three
     Business Days after each and every date on which a
     Registration Default occurs.  Additional Interest shall be
     paid by depositing with the Trustee, in trust, for the
     benefit of the Holders of Securities on or before the
     applicable semiannual interest payment date, immediately
     available funds in sums sufficient to pay the Additional
     Interest then due.  The Additional Interest due shall be
     payable on each interest payment date to the record Holder
     of Securities entitled to receive the interest payment to
     be paid on such date as set forth in the Indenture.  Each
     obligation to pay Additional Interest shall be deemed to
     accrue from and including the day following the applicable
     Registration Default.

          f.   Specific Enforcement.  Without limiting the 
               --------------------
     remedies available to the Purchasers and the Holders, the
     Company and the Guarantors acknowledge that any failure by
     the Company and the Guarantors to comply with their
     obligations under Section 2(a) and Section 2(b) hereof may
     result in material irreparable injury to the Purchasers or
     the Holders for which there is no adequate remedy at law,
     that it would not be possible to measure damages for such
     injuries precisely and that, in the event of any such
     failure, the Purchasers or any Holder may obtain such
     relief as may be required to specifically enforce the
     Company's and the Guarantors' obligations under Section
     2(a) and Section 2(b) hereof.

          3.   Registration Procedures.  In connection with the 
               -----------------------
obligations of the Company and the Guarantors with respect to
the Registration Statements pursuant to Sections 2(a) and 2(b)
hereof, the Company and the Guarantors shall:

          a.   prepare and file with the SEC a Registration
     Statement or Registration Statements as prescribed by
     Sections 2(a) and 2(b) hereof within the relevant time
     period specified in Section 2 hereof on the appropriate
     form under the Securities Act, which form (i) shall be
     selected by the Company, (ii) shall, in the case of a
     Shelf Registration, be available for the sale of the
     relevant Registrable Securities by the selling Holders
     thereof and (iii) shall comply as to form in all material
     respects with the requirements of the applicable form and
     include all financial statements required by the SEC to be
     filed therewith; and use their reasonable best efforts to
     cause such Registration Statement to become effective and
     remain effective in accordance with Section 2 hereof;
     provided, however, that if (1) such filing is pursuant to

     --------- --------
     Section 2(b), or (2) a Prospectus contained in an Exchange
     Offer Registration Statement filed pursuant to Section
     2(a) is required to be delivered under the Securities Act
     by any Participating Broker-Dealer who seeks to sell
     Exchange Notes, before filing any Registration Statement
     or Prospectus or any amendments or supplements thereto,
     the Company shall furnish to and afford the Holders of the
     Registrable Securities covered by the relevant Shelf
     Registration Statement and each such Participating
     Broker-Dealer, as the case may be, covered by such
     Registration Statement, their counsel and the managing
     underwriters, if any, a reasonable opportunity to review
     copies of all such documents (including copies of any
     documents to be incorporated by reference therein and all
     exhibits thereto) proposed to be filed (at least 5
     Business Days prior to such filing).  The Company and the
     Guarantors shall not file any Registration Statement or
     Prospectus or any amendments or supplements thereto in
     respect of which the Holders must be pursuant to this
     Section 3(a) afforded an opportunity to review prior to
     the filing of such document if the Majority Holders or
     such Participating Broker-Dealer, as the case may be,
     their counsel or the managing underwriters, if any, shall
     reasonably and promptly object in writing;

          b.   prepare and file with the SEC such amendments
     and post-effective amendments to each Registration
     Statement as may be necessary to keep such Registration
     Statement effective for the Effectiveness Period or the
     Applicable Period, as the case may be; and cause each
     Prospectus to be supplemented by any required prospectus
     supplement and as so supplemented to be filed pursuant to
     Rule 424 (or any similar provision then in force) under
     the Securities Act, and comply with the provisions of the
     Securities Act, the Exchange Act and the rules and
     regulations promulgated thereunder applicable to it with
     respect to the disposition of all securities covered by
     such Registration Statement during the Effectiveness
     Period or the Applicable Period, as the case may be, in
     accordance with the intended method or methods of
     distribution by the selling Holders thereof described in
     this Agreement (including sales by any Participating
     Broker-Dealer);

          c.   in the case of a Shelf Registration, (i) notify
     each Holder of Registrable Securities covered by such
     Shelf Registration Statement, at least 10 days prior to
     filing, that a Shelf Registration Statement with respect
     to the Registrable Securities is being filed and advising
     such Holder that the distribution of Registrable
     Securities will be made in accordance with the method
     selected by the Majority Holders; and (ii) furnish to each
     Holder of Registrable Securities covered by such Shelf
     Registration Statement and to each underwriter of an
     underwritten offering of Registrable Securities, if any,
     without charge, as many copies of each Prospectus,
     including each preliminary Prospectus, and any amendment
     or supplement thereto and such other documents as such
     Holder or underwriter may reasonably request, in order to
     facilitate the public sale or other disposition of the
     Registrable Securities (it being understood that the
     Company and the Guarantors hereby consent to the use of
     the Prospectus or any amendment or supplement thereto by
     each of the selling Holders of Registrable Securities in
     accordance with the terms hereof, in connection with the
     offering and sale of the Registrable Securities covered by
     the Prospectus or any amendment or supplement thereto);

          d.   in the case of a Shelf Registration, use their
     reasonable best efforts to register or qualify the
     Registrable Securities under all applicable state
     securities or "blue sky" laws of such jurisdictions by the
     time the applicable Registration Statement is declared
     effective by the SEC as any Holder of Registrable
     Securities covered by a Registration Statement and each
     underwriter of an underwritten offering of Registrable
     Securities shall reasonably request in advance of such
     date of effectiveness, and do any and all other acts and
     things which may be reasonably necessary or advisable to
     enable such Holder and underwriter to consummate the
     disposition in each such jurisdiction of such Registrable
     Securities owned by such Holder; provided, however, that 
                                      --------- --------
     the Company and the Guarantors shall not be obligated to
     qualify as foreign corporations in any jurisdiction in
     which they are not so qualified or to take any action that
     would subject them to general consent to service of
     process in any jurisdiction in which they are not now so
     subject or to subject them to general taxation in any such
     jurisdiction in which they are not now so subject;

          e.   in the case of (1) a Shelf Registration or
     (2) Participating Broker-Dealers who have notified the
     Company that they will be utilizing the Prospectus
     contained in the Exchange Offer Registration Statement as
     provided in Section 3(s) hereof, notify each Holder of
     Registrable Securities covered by such Shelf Registration
     Statement, or such Participating Broker-Dealers, as the
     case may be, their counsel and the managing underwriters,
     if any, promptly and promptly confirm such notice in
     writing (i) when a Registration Statement has become
     effective and when any post-effective amendments and
     supplements thereto become effective, (ii) of any request
     by the SEC or any state securities authority for
     amendments and supplements to a Registration Statement or
     Prospectus or for additional information after the
     Registration Statement has become effective, (iii) of the
     issuance by the SEC or any state securities authority of
     any stop order suspending the effectiveness of a
     Registration Statement or the initiation of any
     proceedings for that purpose, (iv) if the Company or the
     Guarantors receive any notification with respect to the
     suspension of the qualification of the Registrable
     Securities or the Exchange Notes to be sold by any
     Participating Broker-Dealer for offer or sale in any
     jurisdiction or the initiation of any proceeding for such
     purpose, (v) of the happening of any event or the failure
     of any event to occur or the discovery of any facts,
     during the period a Registration Statement is effective
     which makes any statement made in such Registration
     Statement or the related Prospectus untrue in any material
     respect or which causes such Registration Statement or
     Prospectus to omit to state a material fact necessary to
     make the statements therein, in the light of the
     circumstances under which they were made, not misleading
     and (vi) the Company's reasonable determination that a
     post-effective amendment to the Registration Statement
     would be appropriate;

          f.   make every reasonable effort to obtain the
     withdrawal of any order suspending the effectiveness of a
     Registration Statement at the earliest possible moment;

          g.   in the case of a Shelf Registration, furnish to
     each Holder of Registrable Securities covered by such
     Shelf Registration Statement, without charge, at least one
     conformed copy of each Registration Statement relating to
     such Shelf Registration and any post-effective amendment
     thereto (without documents incorporated therein by
     reference or exhibits thereto, unless requested);

          h.   in the case of a Shelf Registration, cooperate
     with the selling Holders of Registrable Securities to
     facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be
     sold and not bearing any restrictive legends; and cause
     such Registrable Securities to be in such denominations
     (consistent with the provisions of the Indenture) and
     registered in such names as the selling Holders or the
     underwriters may reasonably request at least two Business
     Days prior to the closing of any sale of Registrable
     Securities;

          i.   in the case of a Shelf Registration or an
     Exchange Offer Registration, upon the occurrence of any
     circumstance contemplated by Section 3(e)(ii), 3(e)(iii),
     3(e)(v) or 3(e)(vi) hereof, use their reasonable best
     efforts to prepare a supplement or post-effective
     amendment to a Registration Statement or the related
     Prospectus or any document incorporated therein by
     reference or file any other required document so that, as
     thereafter delivered to the purchasers of the Registrable
     Securities, such Prospectus will not contain any untrue
     statement of a material fact or omit to state a material
     fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not
     misleading; and to notify each Holder to suspend use of
     the Prospectus as promptly as practicable after the
     occurrence of such an event, and each Holder hereby agrees
     to suspend use of the Prospectus until the Company has
     amended or supplemented the Prospectus to correct such
     misstatement or omission;

          j.   in the case of a Shelf Registration, a
     reasonable time prior to the filing of any document which
     is to be incorporated by reference into a Registration
     Statement or a Prospectus after the initial filing of a
     Registration Statement, provide a reasonable number of
     copies of such document to the Holders of Registrable
     Securities covered by such Shelf Registration Statement;
     and make such of the representatives of the Company and
     the Guarantors as shall be reasonably requested by such
     Holders of Registrable Securities or the Purchasers on
     behalf of such Holders available for discussion of such
     document;

          k.   obtain a CUSIP number for all Exchange Notes or
     Registrable Securities, as the case may be, not later than
     the effective date of a Registration Statement, and
     provide the Trustee with printed certificates for the
     Exchange Notes or the Registrable Securities, as the case
     may be, in a form eligible for deposit with the
     Depositary;

          l.   cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended (the "TIA"), in 
                                                   ---
     connection with the registration of the Exchange Notes or
     Registrable Securities, as the case may be, cooperate with
     the Trustee and the Holders to effect such changes to the
     Indenture as may be required for the Indenture to be so
     qualified in accordance with the terms of the TIA and
     execute, and use their reasonable best efforts to cause
     the Trustee to execute, all documents as may be required
     to effect such changes, and all other forms and documents
     required to be filed with the SEC to enable the Indenture
     to be so qualified in a timely manner;

          m.   in the case of a Shelf Registration, enter into
     such agreements as are customary in shelf registrations
     and take all such other appropriate actions as are
     reasonably requested in order to expedite or facilitate
     the registration or the disposition of such Registrable
     Securities, and in such connection, whether or not an
     underwriting agreement is entered into and whether or not
     the registration is an underwritten registration: 
     (i) make such representations and warranties to Holders of
     such Registrable Securities and the underwriters (if any),
     with respect to the business of the Company and its
     subsidiaries as then conducted or proposed to be conducted
     and the Registration Statement, Prospectus and documents,
     if any, incorporated or deemed to be incorporated by
     reference therein, in each case, as are customarily made
     by issuers in shelf registrations to underwriters and
     selling securityholders, and confirm the same if and when
     requested; (ii) obtain opinions of counsel to the Company
     and the Guarantors and updates thereof in form and
     substance reasonably satisfactory to the managing
     underwriters (if any) and the Holders of a majority in
     principal amount of the Registrable Securities being sold,
     addressed to each selling Holder and the underwriters (if
     any) covering the matters customarily covered in opinions
     requested in shelf registrations and such other matters as
     may be reasonably requested by such Holders and
     underwriters; (iii) obtain "cold comfort" letters and
     updates thereof in form and substance reasonably
     satisfactory to the recipients from the independent
     certified public accountants of the Company (and, if
     necessary, any other independent certified public
     accountants of any subsidiary of the Company or of any
     business acquired by the Company for which financial
     statements and financial data are, or are required to be,
     included in the Registration Statement), addressed to the
     selling Holders of Registrable Securities and to each of
     the underwriters, such letters to be in customary form and
     covering matters of the type customarily covered in "cold
     comfort" letters in connection with shelf registrations
     and such other matters as reasonably requested by such
     selling Holders and underwriters (including, without
     limitation, negative assurance with respect to any interim
     financial period included in the Registration Statement or
     the Prospectus and with respect to any period after the
     date of the latest balance sheet included therein and up
     to five days prior to the closing date in respect of any
     such sale); and (iv) if an underwriting agreement is
     entered into, the same shall contain indemnification
     provisions and procedures no less favorable than those set
     forth in Section 4 hereof (or such other provisions and
     procedures acceptable to Holders of a majority in
     aggregate principal amount of Registrable Securities
     covered by such Registration Statement and the managing
     underwriters or agents) with respect to all parties to be
     indemnified pursuant to said Section (including, without
     limitation, such underwriters and selling Holders).  The
     above shall be done at each closing under such
     underwriting agreement, or as and to the extent required
     thereunder;

          n.   if (1) a Shelf Registration is filed pursuant to
     Section 2(b) or (2) a Prospectus contained in an Exchange
     Offer Registration Statement filed pursuant to Section
     2(a) is required to be delivered under the Securities Act
     by any Participating Broker-Dealer who seeks to sell
     Exchange Notes during the applicable period, make
     available for inspection by any selling Holder of such
     Registrable Securities being sold, or each such
     Participating Broker-Dealer, as the case may be, any
     underwriter participating in any such disposition of
     Registrable Securities, if any, and any attorney,
     accountant or other agent retained by any such selling
     Holder or each such Participating Broker-Dealer, as the
     case may be, or underwriter (collectively, the
     "Inspectors"), at the offices where normally kept, during 
      ----------
     reasonable business hours, all financial and other
     records, pertinent corporate documents and properties of
     the Company and its subsidiaries (collectively, the
     "Records") as shall be reasonably necessary to enable them 
      -------
     to exercise any applicable due diligence responsibilities,
     and cause the officers, directors and employees of the
     Company and its subsidiaries to supply all relevant
     information in each case reasonably requested by any such
     Inspector in connection with such Registration Statement. 
     Records which the Company determines, in good faith, to be
     confidential and any Records which it notifies the
     Inspectors are confidential shall not be disclosed by the
     Inspectors unless (i) the disclosure of such Records is
     necessary in the opinion of nationally-recognized counsel
     to avoid or correct a misstatement or omission in such
     Registration Statement, (ii) the release of such Records
     is ordered pursuant to a subpoena or other order from a
     court of competent jurisdiction or (iii) the information
     in such Records has been made generally available to the
     public.  Each selling Holder of such Registrable
     Securities and each such Participating Broker-Dealer will
     be required to agree that information obtained by it as a
     result of such inspections shall be deemed confidential
     and shall not be used by it as the basis for any market
     transactions in any securities other than for the purposes
     expressly set forth in this Agreement unless and until
     such is made generally available to the public.  Each
     selling Holder of such Registrable Securities and each
     such Participating Broker-Dealer will be required to
     further agree that it will, upon learning that disclosure
     of such Records is sought in a court of competent
     jurisdiction, give prompt notice to the Company and allow
     the Company at its expense to undertake appropriate action
     to prevent disclosure of the Records deemed confidential
     (it being understood that the Holders shall at all times
     be unrestricted in complying with any order of any court
     or tribunal of competent jurisdiction);

          o.   comply with all applicable rules and regulations
     of the SEC and make generally available to the Company's
     security holders earnings statements satisfying the
     provisions of Section 11(a) of the Securities Act and Rule
     158 thereunder (or any similar rule promulgated under the
     Securities Act) no later than 45 days after the end of any
     12-month period (or 90 days after the end of any 12-month
     period if such period is a fiscal year) (i) commencing at
     the end of any fiscal quarter in which Registrable
     Securities are sold to underwriters in a firm commitment
     or best efforts underwritten offering and (ii) if not sold
     to underwriters in such an offering, commencing on the
     first day of the first fiscal quarter of the Company after
     the effective date of a Registration Statement, which
     statements shall cover said 12-month periods;

          p.   if an Exchange Offer is to be consummated, upon
     delivery of the Registrable Securities by Holders to the
     Company (or to such other Person as directed by the
     Company) in exchange for the Exchange Notes, the Company
     shall mark, or cause to be marked, on such Registrable
     Securities delivered by such Holders that such Registrable
     Securities are being cancelled in exchange for the
     Exchange Notes; in no event shall such Registrable
     Securities be marked as paid or otherwise satisfied;

          q.   cooperate with each seller of Registrable
     Securities covered by any Registration Statement and each
     underwriter, if any, participating in the disposition of
     such Registrable Securities and their respective counsel
     in connection with any filings required to be made with
     the NASD;

          r.   use their reasonable best efforts to take all
     other steps necessary to effect the registration of the
     Registrable Securities covered by a Registration Statement
     contemplated hereby;

          s.   in the case of the Exchange Offer Registration
     Statement (i) include in the Exchange Offer Registration
     Statement a section entitled "Plan of Distribution," which
     section shall be reasonably acceptable to the Purchasers
     or another representative of the Participating 
     Broker-Dealers, and which shall contain a summary statement 
     of the positions taken or policies made by the staff of the
     SEC with respect to the potential "underwriter" status of
     any broker-dealer (a "Participating Broker-Dealer") that 
                           ---------------------------
     holds Registrable Securities acquired for its own account
     as a result of market-making activities or other trading
     activities and that will be the beneficial owner (as
     defined in Rule 13d-3 under the Exchange Act) of Exchange
     Notes to be received by such broker-dealer in the Exchange
     Offer, whether such positions or policies have been
     publicly disseminated by the staff of the SEC or such
     positions or policies, in the reasonable judgment of the
     Purchasers or such other representative, represent the
     prevailing views of the staff of the SEC, including a
     statement that any such broker-dealer who receives
     Exchange Notes for Registrable Securities pursuant to the
     Exchange Offer may be deemed a statutory underwriter and
     must deliver a prospectus meeting the requirements of the
     Securities Act in connection with any resale of such
     Exchange Notes, (ii) furnish to each Participating 
     Broker-Dealer who has delivered to the Company the notice
     referred to in Section 3(e), without charge, as many
     copies of each Prospectus included in the Exchange Offer
     Registration Statement, including any preliminary
     prospectus, and any amendment or supplement thereto, as
     such Participating Broker-Dealer may reasonably request
     (it being understood that the Company hereby consents to
     the use of the Prospectus forming part of the Exchange
     Offer Registration Statement or any amendment or
     supplement thereto, by any Person subject to the
     prospectus delivery requirements of the SEC, including all
     Participating Broker-Dealers, in connection with the sale
     or transfer of the Exchange Notes covered by the
     Prospectus or any amendment or supplement thereto),
     (iii) use their reasonable best efforts to keep the
     Exchange Offer Registration Statement effective and to
     amend and supplement the Prospectus contained therein in
     order to permit such Prospectus to be lawfully delivered
     by all Persons subject to the prospectus delivery
     requirements of the Securities Act for such period of time
     as such Persons must comply with such requirements in
     order to resell the Exchange Notes; provided, however, 
                                         --------- --------
     that such period shall not be required to exceed 180 days
     (or such longer period if extended pursuant to the last
     sentence of Section 3 hereof) (the "Applicable Period"), 
                                         -----------------
     and (iv) include in the transmittal letter or similar
     documentation to be executed by an exchange offeree in
     order to participate in the Exchange Offer (x) the
     following provision or a provision substantially similar
     thereto:

          "If the exchange offeree is a broker-dealer
          holding Registrable Securities acquired for
          its own account as a result of market-making 
          activities or other trading activities, 
          it will deliver a prospectus
          meeting the requirements of the Securities
          Act in connection with any resale of
          Exchange Notes received in respect of such
          Registrable Securities pursuant to the
          Exchange Offer";

     and (y) a statement to the effect that by a broker-dealer
     making the acknowledgment described in clause (x) and by
     delivering a Prospectus in connection with the exchange of
     Registrable Securities, the broker-dealer will not be
     deemed to admit that it is an underwriter within the
     meaning of the Securities Act.

          The Company may require each seller of Registrable
Securities as to which any registration is being effected to
furnish to the Company such information regarding such seller
and the proposed distribution of such Registrable Securities,
as the Company may from time to time reasonably request in
writing.  The Company may exclude from such registration the
Registrable Securities of any seller who fails to furnish such
information within a reasonable time after receiving such
request.

          In the case of (1) a Shelf Registration Statement or
(2) Participating Broker-Dealers who have notified the Company
that they will be utilizing the Prospectus contained in the
Exchange Offer Registration Statement as provided in Section
3(s) hereof, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the
kind described in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or
3(e)(vi) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the
copies of the supplemented or amended Prospectus contemplated
by Section 3(i) hereof or until it is advised in writing (the
"Advice") by the Company that the use of the applicable 
 ------
Prospectus may be resumed, and, if so directed by the Company,
such Holder will deliver to the Company (at the Company's
expense) all copies in such Holder's possession, other than
permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities or Exchange
Notes, as the case may be, current at the time of receipt of
such notice.  If the Company or the Guarantors shall give any
such notice to suspend the disposition of Registrable
Securities or Exchange Notes, as the case may be, pursuant to a
Registration Statement, the Company and the Guarantors shall
file and use their reasonable best efforts to have declared
effective (if an amendment) as soon as practicable an amendment
or supplement to the Registration Statement and shall extend
the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number
of days in the period from and including the date of the giving
of such notice to and including the date when the Company shall
have made available to the Holders (x) copies of the
supplemented or amended Prospectus necessary to resume such
dispositions or (y) the Advice.

          4.   Indemnification and Contribution.  a. The 
               --------------------------------
Company and the Guarantors shall indemnify and hold harmless
each Purchaser, each Holder, each Participating Broker-Dealer,
each underwriter who participates in an offering of Registrable
Securities, their respective affiliates, each Person, if any,
who controls any of such parties within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and
each of their respective directors, officers, employees and
agents, as follows:

                    (a)    from and against any and all loss, 
    liability, claim, damage and expense whatsoever, joint 
    or several, as incurred, arising out of any untrue 
    statement or alleged untrue statement of a material 
    fact contained in any Registration Statement (or 
    any amendment thereto), covering Registrable Securities 
    or Exchange Notes, including all documents incorporated 
    therein by reference, or the omission or alleged 
    omission therefrom of a material fact required to be 
    stated therein or necessary to make the statements 
    therein not misleading or arising out of any untrue 
    statement or alleged untrue statement of
    a material fact contained in any Prospectus (or any
    amendment or supplement thereto) or the omission or
    alleged omission therefrom of a material fact necessary in
    order to make the statements therein, in the light of the
    circumstances under which they were made, not misleading;

                    (b)    from and against any and all loss, 
    liability, claim, damage and expense whatsoever, joint 
    or several, as incurred, to the extent of the aggregate 
    amount paid in settlement of any litigation, or any 
    investigation or proceeding by any court or governmental 
    agency or body, commenced or threatened, or of any 
    claim whatsoever based upon any such untrue statement 
    or omission, or any such alleged untrue statement or 
    omission; provided that (subject to Section 4(d) below) 
    any such settlement is effected with the prior written 
    consent of the Company; and

                    (c)    from and against any and all 
    expenses whatsoever, as incurred (including the fees and
    disbursements of counsel chosen by the Purchasers, such
    Holder, such Participating Broker-Dealer or any
    underwriter (except to the extent otherwise provided in
    Section 4(c) hereof)), reasonably incurred in
    investigating, preparing or defending against any
    litigation, or any investigation or proceeding by any
    court or governmental agency or body, commenced or
    threatened, or any claim whatsoever based upon any such
    untrue statement or omission, or any such alleged untrue
    statement or omission, to the extent that any such expense
    is not paid under subparagraph (i) or (ii) of this Section
    4(a);

provided, however, that this agreement shall not apply to any 
- --------- --------
loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity
with written information furnished in writing to the Company by
any Purchaser, any Holder, any Participating Broker-Dealer or
any underwriter with respect to any Purchaser, Holder,
Participating Broker-Dealer or underwriter, as the case may be,
expressly for use in the Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or
supplement thereto).

          b.   Each Holder agrees, severally and not jointly,
to indemnify and hold harmless the Company and the Guarantors,
each Purchaser, each underwriter who participates in an
offering of Registrable Securities and the other selling
Holders and each of their respective directors, officers
(including each officer of the Company who signed the
Registration Statement), employees and agents and each Person,
if any, who controls the Company and the Guarantors, any
Purchaser, any underwriter or any other selling Holder within
the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any and all loss,
liability, claim, damage and expense whatsoever described in
the indemnity contained in Section 4(a) hereof, as incurred,
but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to
the Company by such selling Holder with respect to such Holder
expressly for use in the Registration Statement (or any
amendment thereto), or any such Prospectus (or any amendment or
supplement thereto); provided, however, that, in the case of 
                     --------- --------
Shelf Registration Statement, no such Holder shall be liable
for any claims hereunder in excess of the amount of net
proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

          c.   Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party
of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party
from any liability hereunder except to the extent it is
materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement.  An
indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to 
                            --------- --------
the indemnifying party shall not (expect with the consent of
the indemnified party) also be counsel to the indemnified
party.  In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to
any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or
separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances.  No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or
contribution is sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto),
unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all
liability arising out of such litigation, investigation,
proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

          d.   If at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, such indemnifying party
agrees that, unless such indemnifying party is contesting the
payment of such fees and expenses in good faith, it shall be
liable for any settlement of the nature contemplated by Section
4(a)(ii) effected without its written consent if (i) such
settlement is entered into more than 90 days after receipt by
such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received written notice of all of
the terms of such settlement at least 60 days prior to such
settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance
with such request prior to the date of such settlement.

          e.   If the indemnification provided for in Section
4(a) or (b) hereof is for any reason unavailable to or
insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses
referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities,
claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Holder of Registrable
Securities, the Participating Broker-Dealer or Purchaser, as
the case may be, on the other hand from the offering of the
Securities pursuant to the Purchase Agreement or (ii) if the
allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above
but also the relative fault of the Company and the Guarantors
on the one hand and of the Holder of Registrable Securities,
the Participating Broker-Dealer or Purchaser, as the case may
be, on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable
considerations.

          The relative fault of the Company and the Guarantors
on the one hand and the Holder of Registrable Securities, the
Participating Broker-Dealer or the Purchasers, as the case may
be, on the other hand shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged
omission to state a material fact relates to information
supplied by the Company or the Guarantors, or by the Holder of
Registrable Securities, the Participating Broker-Dealer or the
Purchasers, as the case may be, and the parties' relative
intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

          The Company, the Guarantors and the Holders of the
Registrable Securities and the Purchasers agree that it would
not be just and equitable if contribution pursuant to this
Section 4(e) were determined by pro rata allocation or by any
other method of allocation which does not take account of the
equitable considerations referred to above in this Section
4(e).

          No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

          For purposes of this Section 4(e), each Person, if
any, who controls a Holder of Registrable Securities, a
Purchaser or a Participating Broker-Dealer within the meaning
of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such
other Person, and each director of the Company and the
Guarantors, each officer of the Company who signed the
Registration Statement, and each Person, if any, who controls
the Company and the Guarantors within the meaning of Section 15
of the Securities act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Company and the
Guarantors.

          5.   Participation in Underwritten Registrations.  No 
               -------------------------------------------
Holder may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and
executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other
documents reasonably required under the terms of such
underwriting arrangements.

          6.   Selection of Underwriters.  The Holders of 
               -------------------------
Registrable Securities covered by the Shelf Registration
Statement who desire to do so may sell the securities covered
by such Shelf Registration in an underwritten offering.  In any
such underwritten offering, the underwriter or underwriters and
manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal
amount of the Registrable Securities included in such offering;
provided, however, that such underwriters and managers must be 
- --------- --------
reasonably satisfactory to the Company.

          7.   Miscellaneous.
               --------------

          a.   Rule 144 and Rule 144A.  For so long as the 
               ----------------------
Company or any Guarantor is subject to the reporting
requirements of Section 13 or 15 of the Exchange Act and any
Registrable Securities remain outstanding, the Company and the
Guarantors covenant that they will comply with their reporting
obligations under the Securities Act and Section 13(a) or 15(d)
of the Exchange Act and the rules and regulations adopted by
the SEC thereunder, that if they cease to be required to file
periodic reports thereunder, they will upon the request of any
Holder of Registrable Securities (a) make publicly available
such information as is necessary to permit sales pursuant to
Rule 144 under the Securities Act, (b) deliver such information
to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the Securities Act, and (c) take
such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable
such Holder to sell its Registrable Securities without
registration under the Securities Act within the limitation of
the exemptions provided by (i) Rule 144 under the Securities
Act, as such rule may be amended from time to time, (ii) Rule
144A under the Securities Act, as such rule may be amended from
time to time, or (iii) any similar rules or regulations
hereafter adopted by the SEC.  For so long as any of the
Company or the Guarantors is subject to the reporting
requirements of Section 13 or 15 of the Exchange Act and any
Registrable Securities remain outstanding, upon the request of
any Holder of Registrable Securities, the Company and the
Guarantors will deliver to such Holder a written statement as
to whether they have complied with such requirements.

          b.   No Inconsistent Agreements.  The Company and the 
               --------------------------
Guarantors have not entered into nor will the Company and the
Guarantors on or after the date of this Agreement enter into
any agreement which may require any action which would violate
the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions
hereof.  The rights granted to the Holders hereunder do not in
any way conflict with and do not under any circumstances
require any action which would violate the rights granted to
the Holders of the Company's other issued and outstanding
securities under any such agreements.

          c.   Amendments and Waivers.  The provisions of this 
               ----------------------
Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof
may not be given, otherwise than with the prior written consent
of (A) the Holders of not less than a majority in aggregate
principal amount of the then outstanding Registrable Securities
and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount
of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 4 and this Section 7(c) may not 
- --------- --------
be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer
(including any Person who was a Holder or Participating 
Broker-Dealer of Registrable Securities or Exchange Notes, as 
the case may be, disposed of pursuant to any Registration 
Statement).  Notwithstanding the foregoing, a waiver or 
consent to depart from the provisions hereof with respect 
to a matter that relates exclusively to the rights of Holders 
of Registrable Securities whose securities are being sold 
pursuant to a Registration Statement and that does not 
directly or indirectly affect, impair, limit or compromise 
the rights of other Holders of Registrable Securities may 
be given by Holders of at least a majority in aggregate 
principal amount of the Registrable Securities being sold 
by such Holders pursuant to such Registration Statement.

          d.   Notices.  All notices and other communications 
               -------
provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, telex, telecopier,
or any courier guaranteeing overnight delivery (i) if to a
Holder, at the most current address given by such Holder to the
Company by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is,
with respect to the Purchasers, the address set forth in the
Purchase Agreement; and (ii) if to the Company or the
Guarantors, initially at the Company's address set forth in the
Purchase Agreement to the attention of General Counsel and
thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(d), with a
copy to Kramer, Levin, Naftalis & Frankel, 919 Third Avenue,
New York, New York 10022, Attention: Howard A. Sobel, Esq.

          All such notices and communications shall be deemed
to have been duly given:  at the time delivered by hand, if
personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

          Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the
Indenture.

          e.   Successors and Assigns.  This Agreement shall 
               ----------------------
inure to the benefit of and be binding upon the successors,
assigns and transferees of the Purchasers, including, without
limitation and without the need for an express assignment,
subsequent Holders; provided, however, that nothing herein 
                    --------- --------
shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms
of the Purchase Agreement or the Indenture.  If any transferee
of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such
Registrable Securities, such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof.

          f.   Third Party Beneficiary.  Each of the Purchasers 
               ------------------------
shall be a third party beneficiary of the agreements made
hereunder between the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, and shall have the
right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its
rights or the rights of Holders hereunder.

          g.   Counterparts.  This Agreement may be executed in 
               ------------
any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          h.   Headings.  The headings in this Agreement are 
               ---------
for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.

          i.   GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED 
               --------------
TO HAVE BEEN MADE IN THE STATE OF NEW YORK.  THE VALIDITY AND
INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS
SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. 
EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

          j.   Severability.  In the event that any one or more 
               -------------
of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          k.   Securities Held by the Company or Its

               ----------------------------------------
Affiliates.  Whenever the consent or approval of Holders of a 
- -----------
specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or the
Guarantors or their affiliates (as such term is defined in Rule
405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the
Holders of such required percentage.

          l.   Entire Agreement.  This Agreement, together with 
               -----------------
the Purchase Agreement and the Indenture, is intended by the
parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject
matter contained herein and therein and any and all prior oral
or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversation and
memoranda between the Purchasers on the one hand and the
Company and the Guarantors on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect
to the subject matter hereof and thereof are merged herein and
replaced hereby.

                    [Signature Page Follows]

<PAGE>
          IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.

                    KAISER ALUMINUM & CHEMICAL CORPORATION


                    By:
                        ----------------------------------

                         Name:
                         Title:


                    KAISER ALUMINA AUSTRALIA CORPORATION


                    By:
                        ----------------------------------
                         Name:
                         Title:


                    KAISER FINANCE CORPORATION


                    By:
                        ----------------------------------
                         Name:
                         Title:


                    ALPART JAMAICA INC.


                    By:
                        ----------------------------------
                         Name:
                         Title:


                    KAISER JAMAICA CORPORATION


                    By:
                        ----------------------------------
                         Name:
                         Title:


<PAGE>
                    KAISER MICROMILL HOLDINGS, LLC


                    By:
                        -------------------------------
                         Name:
                         Title:


                    KAISER SIERRA MICROMILLS, LLC


                    By:
                        -------------------------------
                         Name:
                         Title:


                    KAISER TEXAS MICROMILL HOLDINGS, LLC


                    By:
                        -------------------------------
                         Name:
                         Title:


                    KAISER TEXAS SIERRA MICROMILLS, LLC


                    By:
                        -------------------------------
                         Name:
                         Title:



Confirmed and accepted as of
  the date first above
  written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
             INCORPORATED


By:
    ------------------------------------
     Name:
     Title:


<PAGE>
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION


By:
    ------------------------------------
     Name:
     Title:



SALOMON BROTHERS INC


By:
    ------------------------------------
     Name:
     Title:



BA SECURITIES, INC.


By:
    ------------------------------------
     Name:
     Title:



BEAR, STEARNS & CO. INC.


By:
    ------------------------------------
     Name:
     Title:


<PAGE>
                                                   Exhibit A
                                                   ---------


                   Form of Opinion of Counsel
                   --------------------------


          1.   Each of the Exchange Offer Registration
Statement and the Prospectus (other than the financial
statements, notes or schedules thereto and other financial and
statistical information and supplemental schedules included or
referred to therein or omitted therefrom and the Form T-1, as
to which such counsel need express no opinion), complies as to
form in all material respects with the applicable requirements
of the Securities Act and the applicable rules and regulations
promulgated under the Securities Act.

          2.   In the course of such counsel's review and
discussion of the contents of the Exchange Offer Registration
Statement and the Prospectus with certain officers and other
representatives of the Company and the Guarantors and
representatives of the independent certified public accountants
of the Company, but without independent check or verification
or responsibility for the accuracy, completeness or fairness of
the statements contained therein, on the basis of the foregoing
(relying as to materiality to a large extent upon
representations and opinions of officers and other
representatives of the Company and the Guarantors), no facts
have come to such counsel's attention which cause such counsel
to believe that the Exchange Offer Registration Statement
(other than the financial statements, notes and schedules
thereto and other financial and statistical information
contained or referred to therein and the Form T-1, as to which
such counsel need express no belief), at the time the Exchange
Offer Registration Statement became effective and at the time
of the consummation of the Exchange Offer, contained an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements contained therein not misleading, or that the
Prospectus (other than the financial statements, notes and
schedules thereto and other financial and statistical
information contained or referred to therein, as to which such
counsel need express no belief) contains any untrue statement
of a material fact or omits to state a material fact necessary
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.

 




<PAGE>
                      EMPLOYMENT AGREEMENT


     This Employment Agreement ("Agreement") is made and entered 
into as of the 1st day of September, 1996, by and between KAISER
ALUMINUM & CHEMICAL CORPORATION ("Kaiser") and Jack A. Hockema
("Hockema").

     1.   Term.  Kaiser agrees to employ and Hockema agrees to 
          ----
perform services (as described below) for a period, commencing
September 1, 1996 and ending on December 31, 1998, unless this
Agreement is terminated earlier as provided herein.  At the end
of 1998 this agreement may be extended by mutual agreement on a
year by year basis.

     2.   Services.  Hockema shall perform all duties or acts 
          --------
necessary and proper to fulfill the responsibilities of President
of Kaiser Extruded Products and Engineered Components, subject at
all times to the direction and control of George T. Haymaker and
the policies of Kaiser.  

     3.   Compensation.
          ------------

PRINCIPLES
- ----------

     A.  Pay Hockema at the market in Total Compensation with
similar opportunity for upside or downside as the other BU
Presidents.
     B.   His incentive opportunity should be tied (a) one half
to the longer term objectives of EBIT target of $85 mm and 20%
EVA target by the year 2000 and (b) to Corporate results against
Plan for the other half.
     C.   The Total Compensation System (TCS) philosophy  will be

used as the basic method of delivering the incentives, but with
additional incentive to provide full opportunity toward achieving
the objectives by the end of the year 2000.

BASE COMPENSATION.  For services performed by Hockema under this 
- ------------------
Agreement, Kaiser agrees to pay Hockema and Hockema agrees to
accept $225,000. per year as a starting base salary for each
twelve month period during the term of this agreement. Payment of
the base salary will be made on the same terms and in the same
manner as Kaiser's general payroll less withholdings for Federal,
State and local income taxes, Social Security taxes (FICA), and
other withholdings required by law or directed by Hockema
pursuant to Kaiser's policies. The base salary may be changed by
mutual agreement of the parties at anytime.

SIGNING BONUS  The Company will pay Hockema a $100,000 signing 
- -------------
bonus in consideration of the past year's performance which
includes the work performed on the Kaiser Aluminum/Acuride Joint
Venture.

<PAGE>

<PAGE>

INCENTIVE COMPENSATION  Hockema will not  participate in the 
- ----------------------
Total Compensation System incentive program, however the
principles will guide the calculation of  his Total Compensation
Package.  Hockema's initial 1996 annual incentive target is
established at $75,000, which is prorated from an annual
incentive of $300,000.

The EVA standard of 20% for Business Units and 15% for Corporate
will apply to Hockema like all other B. U. Presidents for both
the Business Unit results as well as the Corporate results. 

In addition to the EVA incentive, there is a "growing the
business bonus" for increasing EBIT significantly from 1996
estimated $26 million to $85 - $120 million by the year 2000 with
increasing progressive targets each year.  Hockema will continue
to have a target in 1999 and 2000 even if he isn't employed by
Kaiser.  His incentive target will be $600,000 for the two year
period and will be based on the average multiplier for 1999 and
2000 as determined in the incentive tables below.  

Performance Measurement
- -----------------------

The performance measurement for payment of the incentive will be
set as:   50% based on KAC consolidated, plan and actual EVA and
50% based on Engineered Components and Extruded Products
composite EVA and EBIT results.  All Business Unit Presidents'
measurements now include 50% KAC consolidated EVA to reflect
their involvement in the overall Corporate strategy.  EVA is
calculated as EBIT divided by net assets.  The Engineered
Components and Extruded Products EVA and EBIT will be combined
and will be weighted 25% EVA and 25% EBIT results.  The measures
are EVA target at 20% and EBIT target on a progressive scale
leading to the year 2000 target of $85 million, as follows:


EVA Target
- ----------
               B. U. Incentive                    Corp. Incentive
               ---------------                    ---------------
Percentage        Multiplier       Percentage        Multiplier
- ----------        ----------       ----------        ----------
     
5%                  .5                 5%               .24
10%                 .75               10%               .65
20%                1.0                15%              1.0
25%                1.5                20%              1.75
29%                2.0                25%              2.25
32%                2.5                30%              3.0
35%                3.0


<PAGE>

<PAGE>

EBIT Target (millions)
- -----------------------

Multiplier               .5        1.0       2.0         3.0
- ----------

1996                     $20       $25       $30         $35
1997                     $26       $32       $43         $50
1998                     $30       $44       $60         $70
1999                     $35       $65       $75         $85
2000                     $40       $85      $100        $120


Minimum guarantee
- -----------------

For 1997, a minimum incentive of $125,000 will be payable
provided Hockema does not receive that incentive level as a
result of 1997 performance.  There will be no minimum for 1998. 
The minimum for "growing the business" bonus (years 1999 and
2000) will be $325,000, payable in first quarter of 2001.  The
minimum bonus will be paid only to the extent the earned bonus is
less.

Attached is a worksheet showing what the payout will be given a
estimated performance for years 1996 through 2000  and what will
be earned under that estimated performance.  

          Reimbursement of Expenses.  All travel expenses will be 
          -------------------------
reimbursed according to the then current Kaiser policy.

     5.   Vacation.  Hockema will be entitled to four (4) weeks 
          --------
of paid vacation in 1997 and each year of full-time employment
thereafter. The time for taking vacations shall be mutually
agreed upon by Hockema and Kaiser.

     6.   Benefits.  Kaiser agrees to provide Hockema with the 
          --------
following benefits:
          a.   Medical Coverage.  Kaiser will provide Hockema and 
               ----------------
Hockema's eligible dependents with medical coverage pursuant to
Kaiser policies as amended from time to time.

          b.   Dental Coverage.  Kaiser will provide Hockema and 
               ---------------
Hockema's eligible dependents with dental coverage pursuant to
Kaiser policies as amended from time to time.

          c.   Life Insurance.  Kaiser will provide Hockema with 

              ----------------
life insurance and accidental death  and dismemberment insurance
pursuant to Kaiser policies as amended from time to time.

<PAGE>

<PAGE>

          d.   Salary Continuation and Long-Term Disability.  
               --------------------------------------------
Kaiser will provide Hockema Sick Leave with Salary Continuation
and long-term disability pursuant to Kaiser policies as amended
from time to time.

     7.   Pension and Profit Sharing.  Kaiser shall include 
          --------------------------
Hockema in Kaiser pension and 401k plans pursuant to Kaiser
policies as amended from time to time. Hockema's prior service as
an employee with Kaiser will be credited to Hockema for
eligibility and participation purposes in the pension and profit
sharing plans.  Additionally, the amount of Hockema's employee
contribution that was previously refunded to him will be deducted
from his future pension payment(s).

     8.   Company Car.  During the term of this agreement Kaiser 
          -----------
will provide Hockema with a motor vehicle allowance of $835.00
per month.

     9.   Full-time Service.  Hockema agrees that during the term 
          -----------------
of this Agreement, Hockema will not, without Kaiser's prior
written consent, directly or indirectly engage in any employment,
consulting, or other activity which could conflict with Hockema's
obligations to Kaiser during the term of this Agreement.  It is
recognized that Hockema intends to maintain his investment
advisory business.

     10.  Agreement Not to Disclose or Use Proprietary 
          --------------------------------------------
Information.
- -----------

          Reports, Intellectual Property Rights and Confidential 
          ------------------------------------------------------
          Information
          -----------

          a.   All writings, documents, reports and developments
(patentable or otherwise) made or developed by Hockema pursuant
to this Agreement shall be the sole and exclusive property of
Kaiser and shall be delivered to Kaiser upon request. Hockema
shall maintain all proprietary information of Kaiser or its
customers in confidence and shall not disclose such proprietary
information to any unauthorized person.

          b.   Hockema shall, when so requested by Kaiser,
execute all papers which Kaiser deems to be reasonably necessary
in order to assign to and confirm in Kaiser all right, title and
interest in the property referred to in Paragraph 10 hereof.

          c.   All of the property rights referred to in
Paragraph 10. as well as any information disclosed to Hockema by
or on behalf of Kaiser or its affiliates, shall be kept
confidential by Hockema and shall not be used by Hockema for any
purpose other than for performing this Agreement.

     11.  Arbitration.   Any controversy or claim arising out of 
          -----------
or relating to this Agreement or the breach thereof, or arising
out of or relating to Hockema's service or termination of service
which cannot be resolved among the parties themselves, shall on
the written request of the complaining party served on the other
within thirty (30) 
<PAGE>

<PAGE>

calendar days of the event which forms the basis of the
controversy or claim, be submitted and resolved by final and
binding arbitration in a manner consistent with the rules of the
American Arbitration Association.  Service of the written demand
for arbitration shall be made by certified mail, with a return
receipt requested.  Time is of the essence. If the request is not
served within said thirty (30) days of the date a cause of action
arises, the complaining party's claim(s) shall be forever waived
and barred before any and all forums, including, without
limitation, arbitration or judicial forums.  The Arbitrator shall
have no authority to alter, amend, modify or change any of the
terms of the Agreement.  The decision of the Arbitrator shall be
final and binding and judgment thereon may be entered in any 
court having jurisdiction thereof.  The parties shall equally
divide all costs of the arbitration, but the parties shall bear
their own expenses for attorney's fees and witness costs.

          The parties intend that this arbitration procedure is
mandatory and shall be the exclusive means of resolving all
disputes, between Hockema and Kaiser and/or Kaiser's employees,
directors, officers, officers or managers involving or arising
out of this Agreement, the parties' employment relationship
and/or the termination of that relationship including, but not
limited to any controversies or claims pertaining to wrongful
discharge and alleged violations of the covenant of good faith
and fair dealing and/or public policies or anti-discrimination
statutes.

     12.  Termination of Employment.  The parties agree that this 
          -------------------------
Agreement may be terminated at any time without cause at the
option of either Hockema or Kaiser upon 30 days written notice to
the other party.  Advance notice is not required where Hockema's
service is terminated by Kaiser for cause.  Any incentive
compensation due in the case where Kaiser terminates Hockema will
be on a prorated basis, including the minimum guarantee of
$550,000.  For example, if Hockema were terminated by the Company
at the end of 1997 he would be eligible for a minimum payment of
$89,286 ( 16/28 of $550,000, less the amount he had already
received $225,000 ).  If Hockema initiates the termination then
he will not be eligible for the minimums or the incentives in the
year in which he terminates.  
   
     13.  General Provisions.  The waiver by Kaiser of a breach 
          ------------------
of any provision of this Agreement shall not operate or be
construed as a waiver by Kaiser of any subsequent breach nor
shall any delay by Kaiser is asserting any of its remedies
hereunder be construed as a waiver. If any provision or term of
this Agreement should be invalid or unenforceable, the remaining
provisions and terms shall continue to be fully effective. This
Agreement supersedes any and all prior Agreements which the
Company and Hockema may have entered into and executed. This
Agreement shall not be changed, modified or amended in any
respect except by a written instrument signed by both parties. 
This Agreement constitutes the entire agreement between the
parties and no representations or promises other than those set
forth in this Agreement may be relied upon. Unless otherwise
authorized in writing, Hockema shall have no authority to act
for, legally represent, or otherwise bind or legally commit
Kaiser in any way.

<PAGE>

<PAGE>

     14.  Notices.  Any notice, communication or statement 
          -------
required or permitted to be given hereunder shall be in writing
and deemed to have been sufficiently given when delivered in
person or by registered or certified mail, postage prepaid,
return receipt requested, to the address of the respective party
below.


     HOCKEMA:

               Name:     Jack A. Hockema     
               Address:  30041 Saddleridge Drive
                         San Juan Capistrano, CA 92675




     KAISER:

               KAISER ALUMINUM & CHEMICAL CORPORATION

               Attn:         George T. Haymaker, Jr.
                             Chairman and CEO
               Address:      6177 Sunol Blvd.
                             Pleasanton, CA. 94566

     Either party may, by notice to the other, change the
addresses and names given above.  
     In witness whereof, the parties have executed this Agreement
as of the date first shown above.

     HOCKEMA                       KAISER ALUMINUM
                                   & CHEMICAL CORPORATION 


- ---------------------------        ---------------------------
     Jack A. Hockema                  George T. Haymaker, Jr.
                                      Chairman and CEO




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the interim
consolidated financial statements of the Company for the nine months ended
September 30, 1996, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000811596
<NAME> KAISER ALUMINUM CORPORATION
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                              22
<SECURITIES>                                         0
<RECEIVABLES>                                      262
<ALLOWANCES>                                         0
<INVENTORY>                                        546
<CURRENT-ASSETS>                                   940
<PP&E>                                           1,126
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   2,869
<CURRENT-LIABILITIES>                              542
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             1
<OTHER-SE>                                          62
<TOTAL-LIABILITY-AND-EQUITY>                     2,869
<SALES>                                          1,652
<TOTAL-REVENUES>                                 1,652
<CGS>                                            1,395
<TOTAL-COSTS>                                    1,395
<OTHER-EXPENSES>                                   170
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  68
<INCOME-PRETAX>                                     22
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<INCOME-CONTINUING>                                 12
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        12
<EPS-PRIMARY>                                      .07
<EPS-DILUTED>                                        0
        

</TABLE>