TWELFTH AMENDMENT TO CREDIT AGREEMENT

TWELFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER



THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
(this "Amendment"), dated as of December 20, 1993, is by and among KAISER
ALUMINUM CORPORATION (formerly KaiserTech Limited), a Delaware corporation (the
"Parent Guarantor"), KAISER ALUMINUM & CHEMICAL CORPORATION, a Delaware
corporation (the "Company"), certain financial institutions that are parties to
the Credit Agreement referred to below (individually, a "Bank" and
collectively, the "Banks"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association, as agent for the Banks (in such
capacity, together with its successors and assigns in such capacity, the
"Agent"), and MELLON BANK, N.A., a national banking association, as collateral
agent for the Banks (in such capacity, together with any successors and assigns
in such capacity, the "Collateral Agent"). 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 Parent Guarantor, the Company, the Banks, the
Agent, and the Collateral Agent are parties to that certain Credit Agreement
dated as of December 13, 1989, as amended by a First Amendment to Credit
Agreement dated as of April 17, 1990, a Second Amendment to Credit Agreement
dated as of September 17, 1990, a Third Amendment to Credit Agreement dated as
of December 7, 1990, a Fourth Amendment to Credit Agreement dated as of April
19, 1991, a Fifth Amendment to Credit Agreement dated as of March 13, 1992, a
Seventh Amendment to Credit Agreement dated as of November 6, 1992, an Eighth
Amendment to Credit Agreement dated as of January 7, 1993, a Ninth Amendment to
Credit Agreement dated as of May 19, 1993, a Tenth Amendment to Credit
Agreement dated as of July 23, 1993 and an Eleventh Amendment to Credit
Agreement dated as of August 27, 1993 (as so amended, the "Credit Agreement");
and

WHEREAS, the Required Banks had given their consent to a Sixth
Amendment to Credit Agreement dated as of June 25, 1992 (the "Sixth
Amendment"), but the Sixth Amendment has not become effective and has been
withdrawn; and

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

NOW, THEREFORE, the parties hereto agree as follows:




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SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.

1.1 AMENDMENTS TO ARTICLE I: DEFINITIONS AND ACCOUNTING
TERMS.

A. Section 1.1 of the Credit Agreement is hereby amended
by adding the following definitions thereto which shall be inserted in the
proper alphabetical order:

"Second Equity Proceeds Loan' means one or more intercompany loans
from the Parent Guarantor to the Company in an aggregate principal
amount of all or a portion of the Subsequent Net Proceeds of Equity,
which loans shall be evidenced by, and shall be governed by the terms
of, the Second Equity Proceeds Note."

"Second Equity Proceeds Note' means one or more Senior Subordinated
Intercompany Notes of the Company, in substantially the form of
Exhibit A to the Twelfth Amendment, in an aggregate principal amount
not to exceed an amount equal to 50% of the Subsequent Net Proceeds of
Equity. If the preferred stock issued in the Second 1993 Equity
Offering is convertible into shares of the Parent Guarantor's common
stock, the Second Equity Proceeds Note shall provide that immediately
upon the conversion of all of the shares of preferred stock (or
depositary shares in respect thereof) of the Parent Guarantor issued
in the Second 1993 Equity Offering into shares of the common stock of
the Parent Guarantor pursuant to the Certificate of Designations
governing such shares of preferred stock (or the Depositary Agreement
in respect of such depositary shares), the Company may, after the
payment of all amounts payable by the Parent Guarantor in respect of
accrued and unpaid dividends in connection with all such conversions,
defer further principal and interest payments on the Second Equity
Proceeds Note until such time as no Senior Indebtedness of the Company
(as defined in the Second Equity Proceeds Note) is then outstanding)."

"Second Equity Proceeds Purchase' means (i) a capital contribution
from the Parent Guarantor to the Company in an amount equal to all or
a portion of the Subsequent Net Proceeds of Equity, or (ii) a purchase
by the Parent Guarantor from the Company of shares of capital stock of
the Company for an aggregate consideration equal to all or a portion
of the Subsequent Net Proceeds of Equity."

"Second 1993 Equity Offering' means any public offering and sale by
the Parent Guarantor of equity securities of the Parent Guarantor on
or after November 1, 1993, and on or prior to the date on or after the
Revolving Commitment Termination Date on which there shall be no
unpaid or unreimbursed Credit Extension under this Agreement, pursuant





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to the registration statement, as the same may be amended, initially
filed by the Parent Guarantor with the Securities and Exchange
Commission on or about December 10, 1993; provided, however, that the
term 'Second 1993 Equity Offering' shall not include any offering or
sale of equity securities of the Parent Guarantor pursuant to or in
connection with any employee plan or arrangement of the Parent
Guarantor or the Company."

"Subsequent Net Proceeds of Equity'" means the cash proceeds received
by the Parent Guarantor from the Second 1993 Equity Offering, net of
all underwriting discounts and commissions and all legal, accounting
and other fees and expenses incurred in connection with the Second
1993 Equity Offering."

"Twelfth Amendment' means the Twelfth Amendment to Credit Agreement
dated as of December 20, 1993 among the Company, the Parent Guarantor,
the Banks, the Agent and the Collateral Agent."

B. Clause (c) of the definition of "EBIT," clause (a) of
the definition of "Fixed Charges" and clause (b)(i) of the definition of
"Interest Coverage Ratio" contained in Section 1.1 of the Credit Agreement are
hereby amended by adding the phrase ", the Second Equity Proceeds Note"
immediately after the words "the Equity Proceeds Note" contained in each such
clause.

C. Clause (d) of the definition of "Fixed Charges"
contained in Section 1.1 of the Credit Agreement is hereby amended by deleting
the phrase "the MAXXAM Prepayment Loan and the Equity Proceeds Loan" contained
therein and substituting the following therefor: "the Equity Proceeds Loan and
the Second Equity Proceeds Loan".

D. Clause (g) of the definition of "Free Cash Flow"
contained in Section 1.1 of the Credit Agreement is hereby amended by adding
the phrase "or any Second Equity Proceeds Purchase" immediately after the words
"any Equity Proceeds Purchase" contained therein.

E. Clause (i) of the definition of "Funded Indebtedness"
contained in Section 1.1 of the Credit Agreement is hereby amended by deleting
the phrase "and the Equity Proceeds Note" contained therein and substituting
the following therefor: ", the Equity Proceeds Note and the Second Equity
Proceeds Note".

1.2 AMENDMENTS TO ARTICLE III: REPAYMENTS, PREPAYMENTS,
INTEREST, AND FEES.

A. Section 3.3.8 of the Credit Agreement is hereby
amended by adding the following as the last sentence thereof:





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"The Company shall, within five (5) Business Days following
the receipt of the proceeds of the Second Equity Proceeds Loan, make a
repayment of the Revolving Loans in an amount equal to 100% of the
proceeds of the Second Equity Proceeds Loan and shall, within five (5)
Business Days following the receipt of the proceeds of the Second
Equity Proceeds Purchase, make a repayment of the Revolving Loans in
an amount equal to 100% of the proceeds of the Second Equity Proceeds
Purchase."

1.3 AMENDMENTS TO ARTICLE IX: REPRESENTATIONS AND
WARRANTIES.

A. Section 9.16 of the Credit Agreement is hereby
amended by deleting the phrase "or the Equity Proceeds Note" each time it
appears in clause (d) thereof and substituting the following therefor: ", the
Equity Proceeds Note or the Second Equity Proceeds Note".

1.4 AMENDMENTS TO ARTICLE X: COVENANTS.

A. Section 10.1.10 of the Credit Agreement is hereby
amended by deleting the phrase "(other than the Equity Proceeds Note, which
shall not constitute Collateral)" after the word "instruments" contained in
clause (a) thereof and substituting the following therefor: "(other than the
Equity Proceeds Note and the Second Equity Proceeds Note, which shall not
constitute Collateral").

B. The first sentence of Section 10.1.17 of the Credit
Agreement is hereby amended to read in its entirety as follows:

"The Parent Guarantor shall, within five (5) Business Days
after each receipt by the Parent Guarantor of Net Proceeds of Equity
in respect of the 1993 Equity Offering, make an Equity Proceeds
Purchase, an Equity Proceeds Loan, or both and shall, within five (5)
Business Days after each receipt by the Parent Guarantor of Subsequent
Net Proceeds of Equity in respect of the Second 1993 Equity Offering,
make the Second Equity Proceeds Purchase, the Second Equity Proceeds
Loan, or both."

C. Section 10.1.18 of the Credit Agreement is hereby
amended to read in its entirety as follows:

"SECTION 10.1.18. Application of Certain Proceeds of Parent
Guarantor Distributions. In the event that the Parent Guarantor shall pay any
Distributions to its shareholders (including, without limitation,
Distributions paid in respect of shares of common stock of the Parent Guarantor
issued in exchange for shares of preferred stock (or depositary shares in
respect thereof) issued by the Parent Guarantor in the 1993 Equity





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Offering or the Second 1993 Equity Offering), the Parent Guarantor and the
Company shall cause MAXXAM and/or any Subsidiary of MAXXAM (other than the
Parent Guarantor or any of its Subsidiaries) to utilize, within five (5)
Business Days after the payment of such Distribution, an amount equal to the
entire amount of the portion of such Distribution received by MAXXAM or any of
its Subsidiaries (other than the Parent Guarantor or any of its Subsidiaries),
other than the portion of any such Distribution received by MAXXAM or any of
its Subsidiaries (other than the Parent Guarantor or any of its Subsidiaries)
in respect of outstanding shares of preferred stock (or depositary shares in
respect thereof) issued by the Parent Guarantor in the 1993 Equity Offering or
the Second 1993 Equity Offering, to purchase a PIK Note at a price equal to the
original principal amount of such PIK Note."

D. Clause (xiv) of Section 10.2.2 of the Credit
Agreement is hereby amended to read in its entirety as follows:

"(xiv) the MAXXAM Closing Loan, the Equity Proceeds Loan and the
Second Equity Proceeds Loan; and"

E. Section 10.2.5 of the Credit Agreement is hereby
amended by deleting the phrase "and the Equity Proceeds Loan" contained therein
and substituting the following therefor: ", the Equity Proceeds Loan and the
Second Equity Proceeds Loan".

F. Section 10.2.6 of the Credit Agreement is hereby
amended by adding the following at the end of clause (xi) thereof immediately
prior to the semi-colon contained therein:

"and to pay for the benefit of, or to reimburse, the Parent Guarantor in an
aggregate amount not to exceed $500,000, in respect of the reasonable
out-of-pocket expenses actually incurred (and documented as such) by the Parent
Guarantor for services rendered to the Parent Guarantor by Persons who are not
Affiliates or employees of the Parent Guarantor, MAXXAM, the Company or any of
their respective Subsidiaries (provided that payments of legal fees and
expenses to a law firm of which an Affiliate of the Company is a member shall
be permitted) in connection with the registration of the Second 1993 Equity
Offering".

G. Section 10.2.6 of the Credit Agreement is hereby
further amended by deleting the final proviso thereof and substituting the
following therefor:

"provided, further, that the Parent Guarantor may make Distributions
to its shareholders (other than holders of preferred stock (or
depositary shares in respect thereof) issued by the Parent Guarantor
in the 1993 Equity Offering or the Second 1993 Equity Offering) in
amounts which do not exceed the Distributions which the





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Company is permitted to make pursuant toclauses (v), (vi), (viii) and
(ix), the Distributions which are permitted to be paid by the Parent
Guarantor to its shareholders pursuant to clause (iv) and
Distributions to the holders of any outstanding shares of preferred
stock (or depositary shares in respect thereof) of the Parent
Guarantor issued in the 1993 Equity Offering or the Second 1993 Equity
Offering in an amount not to exceed the payments received or
receivable from time to time by the Parent Guarantor from the Company
in respect of the Equity Proceeds Loan and the Second Equity Proceeds
Loan, respectively, the Parent Guarantor may distribute the MAXXAM
Notes to its shareholders and the Parent Guarantor may convert the
preferred stock (or depositary shares in respect thereof) of the
Parent Guarantor issued in the 1993 Equity Offering and/or the Second
1993 Equity Offering into the common stock of the Parent Guarantor or
redeem the preferred stock (or depositary shares in respect thereof)
of the Parent Guarantor issued in the 1993 Equity Offering and/or the
Second 1993 Equity Offering in exchange for the common stock of the
Parent Guarantor plus an amount in cash equal to all amounts payable
by the Parent Guarantor in respect of accrued and unpaid dividends in
connection with such conversion or redemption, in each case in
accordance with the Certificate of Designations governing such shares
of preferred stock (or the Depositary Agreement in respect of such
depositary shares)."

H. Section 10.2.14 of the Credit Agreement is hereby
amended by deleting the phrase "and the Equity Proceeds Loan" contained therein
and substituting the following therefor: ", the Equity Proceeds Loan and the
Second Equity Proceeds Loan".

I. Section 10.2.23 of the Credit Agreement is hereby
amended to read in its entirety as follows:

"SECTION 10.2.23. Equity Proceeds Loan and Second Equity
Proceeds Loan. The Company will not, without the written consent of the
Required Banks,

(a) consent to any amendment, supplement, or other
modification of any of the terms or provisions contained in the Equity Proceeds
Note or the Second Equity Proceeds Note, other than any amendment, supplement,
or other modification consented to in writing by the Agent;

(b) make any payment or prepayment of principal of, or of
interest on, the Equity Proceeds Note or the Second Equity Proceeds Note except
that the Company may pay principal and interest from time to time on the Equity
Proceeds Note and/or the Second Equity Proceeds Note in accordance with the
provisions of





6
the Equity Proceeds Note or the Second Equity Proceeds Note, as the case may
be, subject to the terms of Section 7 thereof; provided, however, that
immediately upon any conversion of the shares of preferred stock (or depositary
shares in respect thereof) of the Parent Guarantor issued in the 1993 Equity
Offering into shares of the common stock of the Parent Guarantor pursuant to
the Certificate of Designations governing such shares of preferred stock (or
the Depositary Agreement in respect of such depositary shares), the Company
shall, after the payment of all amounts payable by the Parent Guarantor in
respect of accrued and unpaid dividends in connection with such conversion and
in accordance with the terms of the Equity Proceeds Note, defer further
principal and interest payments on the Equity Proceeds Note until such time as
no Senior Indebtedness of the Company (as defined in the Equity Proceeds Note)
is then outstanding and provided, further, that if the preferred stock issued
in the Second 1993 Equity Offering is convertible into shares of the Parent
Guarantor's common stock, the Second Equity Proceeds Note shall provide that
immediately upon the conversion of all of the shares of preferred stock (or
depositary shares in respect thereof) of the Parent Guarantor issued in the
Second 1993 Equity Offering into shares of the common stock of the Parent
Guarantor pursuant to the Certificate of Designations governing such shares of
preferred stock (or the Depositary Agreement in respect of such depositary
shares), the Company shall, after the payment of all amounts payable by the
Parent Guarantor in respect of accrued and unpaid dividends in connection with
all such conversions and in accordance with the terms of the Second Equity
Proceeds Note, defer further principal and interest payments on the Second
Equity Proceeds Note until such time as no Senior Indebtedness of the Company
(as defined in the Second Equity Proceeds Note) is then outstanding); or

(c) redeem, purchase or defease the Equity Proceeds Note
or the Second Equity Proceeds Note.

Upon any conversion of the shares of preferred stock (or depositary shares in
respect thereof) of the Parent Guarantor issued in the 1993 Equity Offering
into shares of the common stock of the Parent Guarantor pursuant to the
Certificate of Designations governing such shares of preferred stock (or the
Depositary Agreement in respect of such depositary shares), the Parent
Guarantor shall, after all amounts payable by the Parent Guarantor in respect
of accrued and unpaid dividends in connection with such conversion have been
paid, if requested by the Agent, with the consent of the Required Banks,
deliver the Equity Proceeds Note to the Company as a capital contribution and
the Company shall immediately cancel the Equity Proceeds Note. If the
preferred stock issued in the Second 1993 Equity Offering is convertible into
shares of the Parent Guarantor's common stock, and if, following any conversion
of any shares of such preferred stock (or depositary shares in respect thereof)
into shares of the common stock of the Parent Guarantor pursuant to





7
the Certificate of Designations governing such shares of preferred stock (or
the Depositary Agreement in respect of such depositary shares), the next
scheduled quarterly payment under the Second Equity Proceeds Note shall exceed
by more than $5000 the product (such product being herein called the "Fixed
Quarterly Dividend Requirement") of (x) the number of shares of preferred stock
issued in the Second 1993 Equity Offering (or depositary shares in respect
thereof) then outstanding and (y) the then quarterly dividend rate for such
shares of preferred stock (or depositary shares in respect thereof), the Parent
Guarantor shall, after all amounts payable by the Parent Guarantor in respect
of accrued and unpaid dividends in connection with any such conversion have
been paid, if requested by the Agent, with the consent of the Required Banks,
contribute to the capital of the Company a portion of the Second Equity
Proceeds Note such that each level quarterly payment of principal and interest
on the remaining outstanding principal amount of the Second Equity Proceeds
Note shall not exceed by more the $50 the Fixed Quarterly Dividend Requirement.
Anything in this Agreement to the contrary notwithstanding, any modification to
the Second Equity Proceeds Note required for compliance with the preceding
sentence shall not be deemed to violate any provision of this Agreement or of
any other Loan Document. In addition, the Parent Guarantor will not, without
the written consent of the Required Banks, consent to any amendment, supplement
or other modification of any of the terms or provisions contained in, or
applicable to, any document or instrument evidencing or governing the preferred
stock (or depositary shares in respect thereof) issued by the Parent Guarantor
in the 1993 Equity Offering or the Second 1993 Equity Offering if such
amendment, supplement or other modification would have a Materially Adverse
Effect."

SECTION 2. AMENDMENTS TO KT PLEDGE AGREEMENT AND KT SECURITY
AGREEMENT.

The parties agree that, as of the Twelfth Amendment Effective
Date (as defined below), the KT Pledge Agreement and the KT Security Agreement
shall be amended as set forth in Exhibits B and C hereto.

SECTION 3. LIMITED WAIVER

The undersigned Banks, constituting the Required Banks under
the Credit Agreement, hereby waive compliance with the provisions of Section
10.1.8 of the Credit Agreement to the extent, and only to the extent, necessary
to excuse the Company's failure to provide at least five Business Days prior
notice to the Agent of the sale by KJC on November 23, 1993 of a participation
in a loan to the Government of Jamaica.





8
SECTION 4. CONDITIONS TO EFFECTIVENESS.

This Amendment shall become effective as of the date hereof
(the "Twelfth Amendment Effective Date") only when the following conditions
shall have been met and notice thereof shall have been given by the Agent to
the Parent Guarantor, the Company, the Collateral Agent and each Bank:

1. The Agent shall have received for each Bank
counterparts hereof duly executed on behalf of the Parent Guarantor, the
Company, the Agent, the Collateral Agent and the Required Banks (or notice of
the approval of this Amendment by the Required Banks satisfactory to the Agent
shall have been received by the Agent), together with counterparts of
amendments to the KT Pledge Agreement and the KT Security Agreement duly
executed on behalf of the Parent Guarantor and the Collateral Agent.

2. The Agent shall have received:

(i) 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;

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

(iii) For each Bank an opinion, addressed to the
Agent, the Collateral Agent, and each Bank, from Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel, in substantially the form of Exhibit D attached
hereto, with such changes therein as shall be satisfactory to the Agent; and

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

SECTION 5. COMPANY'S REPRESENTATIONS AND WARRANTIES.

In order to induce the Banks, the Agent and the Collateral
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 Bank, the Agent and the Collateral Agent that, as of the
Twelfth Amendment Effective Date after giving effect to the effectiveness of
this Amendment, the following statements are true and correct in all material
respects:





9
A. AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this Amendment by the Company and the Parent Guarantor and the
performance of the 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:

(a) contravene such Obligor's Organic Documents;

(b) contravene any 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

(c) 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 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 8.2.1 of the
Credit Agreement is true and correct.

F. SPECIFIED REVENUE BONDS. No Specified Revenue Bonds
are currently outstanding.





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SECTION 6. ACKNOWLEDGEMENT AND CONSENT.

The Company is a party to the Company Collateral Documents, in
each case as amended through the Twelfth Amendment Effective Date, pursuant to
which the Company has created Liens in favor of the Collateral Agent on certain
Collateral to secure the Obligations. The Parent Guarantor is a party to the
KT Pledge Agreement and the KT Security Agreement, in each case as amended
through the Twelfth Amendment Effective Date, pursuant to which the Parent
Guarantor has created Liens in favor of the Collateral Agent on certain
Collateral and pledged certain Collateral to the Collateral 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 Twelfth Amendment
Effective Date, pursuant to which such Subsidiaries have (i) guarantied the
Obligations and/or (ii) created Liens in favor of the Collateral 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 KT Pledge Agreement, the KT Security
Agreement, 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 and 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 Company and the Parent
Guarantor) acknowledges and agrees that (i) notwithstand-ing 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.





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SECTION 7. MISCELLANEOUS.

A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.

(i) On and after the Twelfth 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
import referring to the Credit Agreement shall mean and be a reference
to the Amended Agreement.

(ii) 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.

(iii) Without limiting the generality of the provisions of
Section 13.1 of the Credit Agreement, the waiver set forth herein
shall be limited precisely as written and relates solely to the
noncompliance by the Company with the provision ofSection 10.1.8 of
the Credit Agreement in the manner and to the extent described above,
and nothing herein shall be deemed to (a) constitute a waiver of
compliance by the Company with respect to (1)Section 10.1.8 of the
Credit Agreement in any other instance or (2) any other term,
provision or condition of the Credit Agreement or any other instrument
or agreement referred to therein or (b) prejudice any right or remedy
that the Agent, the Collateral Agent or any Bank may have (except to
the extent such right or remedy was based upon existing defaults that
will not exist after giving effect to this Limited Waiver) or may have
in the future under or in connection with the Credit Agreement or any
of the other Loan Documents.

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





12
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.


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
(formerly KaiserTech Limited) CORPORATION


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________





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BANK OF AMERICA NATIONAL TRUST MELLON BANK, N.A., as
AND SAVINGS ASSOCIATION Collateral Agent
as Agent


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________


BANK OF AMERICA NATIONAL TRUST MARINE MIDLAND BANK, N.A.
AND SAVINGS ASSOCIATION


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________

NATIONAL WESTMINSTER BANK PLC NATIONAL WESTMINSTER BANK USA


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________


TEXAS COMMERCE BANK NATIONAL BANQUE PARIBAS
ASSOCIATION assignee of the
Loan by February 13, 1993
assignment from the Federal By:__________________________
Deposit Insurance Corporation Name Printed:________________
(the "FDIC"), in its capacity Its: ________________________
as receiver of New First City,
Texas - Houston, National
Association (the "Bridge Bank")
which either was itself the THE FIRST NATIONAL BANK OF
original owner of the Loan BOSTON
or acquired it on October 30,
1992 by assignment from the
FDIC, as receiver of First By:__________________________
City, Texas - Houston, Name Printed:________________
National Association (the Its:_________________________
"Failed Bank")



By:___________________________
Name Printed:_________________
Its:__________________________





14

MELLON BANK, N.A. ROYAL BANK OF CANADA



By:___________________________ By: _________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its: ________________________


THE LONG-TERM CREDIT BANK OF BANQUE NATIONALE de PARIS
JAPAN, LIMITED


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________


THE TORONTO-DOMINION BANK IBJ SCHRODER BANK & TRUST
COMPANY


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________


US BANK OF WASHINGTON, N.A. SOCIETE GENERALE



By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________


THE NIPPON CREDIT BANK, LIMITED ABN-AMRO BANK N.V.
LOS ANGELES AGENCY


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________


THE YASUDA TRUST & BANKING CHRISTIANIA BANK OG KREDITKASSE
CO., LIMITED


By:___________________________ By:__________________________
Name Printed:_________________ Name Printed:________________
Its:__________________________ Its:_________________________





15
STATE BANK OF SOUTH AUSTRALIA


By:___________________________
Name Printed:_________________
Its:__________________________


HIBERNIA NATIONAL BANK


By:___________________________
Name Printed:_________________
Its:__________________________


VAN KAMPEN MERRITT PRIME
RATE INCOME TRUST


By:___________________________
Name Printed:_________________
Its:__________________________


COMMONWEALTH BANK OF AUSTRALIA


By:___________________________
Name Printed:_________________
Its:__________________________


WEST ONE BANK


By:___________________________
Name Printed:_________________
Its:__________________________


AUSTRALIA AND NEW ZEALAND
BANKING GROUP, LIMITED


By:___________________________
Name Printed:_________________
Its:__________________________





16
ACKNOWLEDGED AND AGREED TO:

AKRON HOLDING CORPORATION


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER ALUMINUM & CHEMICAL
INVESTMENT, INC.


By:__________________________
Name Printed:________________
Its:_________________________


KAISER ALUMINUM PROPERTIES, INC.


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER ALUMINUM TECHNICAL SERVICES, INC.


By:___________________________
Name Printed:_________________
Its:__________________________


OXNARD FORGE DIE COMPANY, INC.


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER ALUMINIUM INTERNATIONAL, INC.


By:___________________________
Name Printed:_________________
Its:__________________________





17
KAISER ALUMINA AUSTRALIA CORPORATION


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER FINANCE CORPORATION


By:___________________________
Name Printed:_________________
Its:__________________________


ALPART JAMAICA INC.


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER JAMAICA CORPORATION


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER BAUXITE COMPANY


By:___________________________
Name Printed:_________________
Its:__________________________


KAISER EXPORT COMPANY


By:___________________________
Name Printed:_________________
Its:__________________________





18
EXHIBIT B

SECOND AMENDMENT TO KT PLEDGE AGREEMENT



THIS SECOND AMENDMENT TO KT PLEDGE AGREEMENT (this
"Amendment"), dated as of December 20, 1993, is by and between KAISER ALUMINUM
CORPORATION (formerly KaiserTech Limited), a Delaware corporation (the "Parent
Guarantor"), and MELLON BANK, N.A., a national banking association, as
collateral agent for certain financial institutions that are parties to the
Credit Agreement referred to below (in such capacity, together with any
successors and assigns in such capacity, the "Collateral Agent"). Capitalized
terms used, but not defined, herein shall have the meanings given to such terms
in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Parent Guarantor, the Company, the Banks, the
Agent, and the Collateral Agent are parties to that certain Credit Agreement
dated as of December 13, 1989, as amended by a First Amendment to Credit
Agreement dated as of April 17, 1990, a Second Amendment to Credit Agreement
dated as of September 17, 1990, a Third Amendment to Credit Agreement dated as
of December 7, 1990, a Fourth Amendment to Credit Agreement dated as of April
19, 1991, a Fifth Amendment to Credit Agreement dated as of March 13, 1992, a
Seventh Amendment to Credit Agreement dated as of November 6, 1992, an Eighth
Amendment to Credit Agreement dated as of January 7, 1993, a Ninth Amendment to
Credit Agreement dated as of May 19, 1993, a Tenth Amendment to Credit
Agreement dated as of July 23, 1993 and an Eleventh Amendment to Credit
Agreement dated as of August 27, 1993 (as so amended and as further amended by
the Twelfth Amendment referred to below, the "Credit Agreement"); and

WHEREAS, the Required Banks had given their consent to a Sixth
Amendment to Credit Agreement dated as of June 25, 1992 (the "Sixth
Amendment"), but the Sixth Amendment has not become effective and has been
withdrawn; and

WHEREAS, as of the date hereof the Parent Guarantor, the
Company, the Banks, the Agent, and the Collateral Agent are entering into a
Twelfth Amendment to Credit Agreement (the "Twelfth Amendment"); and

WHEREAS, the Parent Guarantor and the Collateral Agent are
parties to that certain KT Pledge Agreement, dated as of December 21, 1989, as
amended by the First Amendment to KT Pledge Agreement dated as of May 19, 1993
(the "KT Pledge Agreement"); and

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





1
NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO KT PLEDGE AGREEMENT.

Section 2.1 of the KT Pledge Agreement is hereby amended by
inserting the phrase "and the Second Equity Proceeds Note" following the phrase
"other than the Equity Proceeds Note" contained in clause (c) thereof.

SECTION 2. CONDITIONS TO EFFECTIVENESS.

A. This Amendment shall become effective as of the date
hereof (the "Second Amendment Effective Date") only when the following
conditions shall have been met and notice thereof shall have been given by the
Agent to the Parent Guarantor, the Company, the Collateral Agent and each Bank:

1. The Agent shall have received for each Bank
counterparts hereof duly executed on behalf of the Parent Guarantor and the
Collateral Agent.

2. The Agent shall have received:

(i) Resolutions of the Board of Directors or of
the Executive Committee of 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
Parent Guarantor;

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

(iii) For each Bank an opinion, addressed to the
Agent, the Collateral Agent, and each Bank, from Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel, in substantially the form of Exhibit D to the Twelfth
Amendment, with such changes therein as shall be satisfactory to the Agent; and

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

SECTION 3. PARENT GUARANTOR'S REPRESENTATIONS AND WARRANTIES.

In order to induce the Collateral Agent to enter into this
Amendment and to amend the KT Pledge Agreement in the manner provided herein,
the Parent Guarantor represents and warrants to each Bank, the Agent and the
Collateral Agent that, as of the Second Amendment Effective Date after giving
effect to the effectiveness of this Amendment, the following statements are
true and correct in all material respects:





2
A. AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this Amendment by the Parent Guarantor and the performance of the
KT Pledge Agreement as amended by this Amendment (the "Amended Agreement") by
the Parent Guarantor are within its corporate powers and have been duly
authorized by all necessary corporate action on the part of the Parent
Guarantor.

B. NO CONFLICT. The execution and delivery by the
Parent Guarantor of this Amendment and the performance by the Parent Guarantor
of the Amended Agreement do not:

(a) contravene its Organic Documents;

(b) contravene any 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 the Parent Guarantor or
any of its Subsidiaries; or

(c) result in, or require the creation or imposition of,
any Lien on any of the Parent Guarantor's properties or any of the
properties of any of its Subsidiaries, other than pursuant to the Loan
Documents.

C. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Parent Guarantor and this Amendment and the
Amended Agreement constitute the legal, valid and binding obligations of the
Parent Guarantor, enforceable against 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 other Person is required for
the due execution, delivery or performance of this Amendment by the Parent
Guarantor.

SECTION 4. MISCELLANEOUS.

A. REFERENCE TO AND EFFECT ON THE KT PLEDGE AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

(i) On and after the Second Amendment Effective Date,
each reference in the KT Pledge Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to
the KT Pledge Agreement, and each reference in the other Loan
Documents to the "KT Pledge Agreement", "thereunder", "thereof" or
words of like import referring to the KT Pledge Agreement shall mean
and be a reference to the Amended Agreement.





3
(ii) Except as specifically amended by this Amendment, the
KT Pledge Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of the Agent, the Collateral Agent or any Bank under, the
Credit Agreement or any of the other Loan Documents.

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.





4
IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered as of the day and year first above written.


KAISER ALUMINUM CORPORATION
(formerly KaiserTech Limited)


By:_________________________________
Name Printed:_______________________
Its:________________________________


MELLON BANK, N.A., as
Collateral Agent


By:_________________________________
Name Printed:_______________________
Its:________________________________





5
EXHIBIT C

SECOND AMENDMENT TO KT SECURITY AGREEMENT, FINANCING STATEMENT,
AND CONDITIONAL ASSIGNMENT OF PATENTS AND TRADEMARKS




THIS SECOND AMENDMENT TO KT SECURITY AGREEMENT, FINANCING
STATEMENT, AND CONDITIONAL ASSIGNMENT OF PATENTS AND TRADEMARKS (this
"Amendment"), dated as of December 20, 1993, is by and between KAISER ALUMINUM
CORPORATION (formerly KaiserTech Limited), a Delaware corporation (the "Parent
Guarantor"), and MELLON BANK, N.A., a national banking association, as
collateral agent for certain financial institutions that are parties to the
Credit Agreement referred to below (in such capacity, together with any
successors and assigns in such capacity, the "Collateral Agent"). Capitalized
terms used, but not defined, herein shall have the meanings given to such terms
in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Parent Guarantor, the Company, the Banks, the
Agent, and the Collateral Agent are parties to that certain Credit Agreement
dated as of December 13, 1989, as amended by a First Amendment to Credit
Agreement dated as of April 17, 1990, a Second Amendment to Credit Agreement
dated as of September 17, 1990, a Third Amendment to Credit Agreement dated as
of December 7, 1990, a Fourth Amendment to Credit Agreement dated as of April
19, 1991, a Fifth Amendment to Credit Agreement dated as of March 13, 1992, a
Seventh Amendment to Credit Agreement dated as of November 6, 1992, an Eighth
Amendment to Credit Agreement dated as of January 7, 1993, a Ninth Amendment to
Credit Agreement dated as of May 19, 1993, a Tenth Amendment to Credit
Agreement dated as of July 23, 1993 and an Eleventh Amendment to Credit
Agreement dated as of August 27, 1993 (as so amended and as further amended by
the Twelfth Amendment referred to below, the "Credit Agreement"); and

WHEREAS, the Required Banks had given their consent to a Sixth
Amendment to Credit Agreement dated as of June 25, 1992 (the "Sixth
Amendment"), but the Sixth Amendment has not become effective and has been
withdrawn; and

WHEREAS, as of the date hereof the Parent Guarantor, the
Company, the Banks, the Agent, and the Collateral Agent are entering into a
Twelfth Amendment to Credit Agreement (the "Twelfth Amendment"); and

WHEREAS, the Parent Guarantor and the Collateral Agent are
parties to that certain KT Security Agreement, Financing Statement, and
Conditional Assignment of Patents and Trademarks, dated as of December 21,
1989, as amended by the First Amendment to KT Security Agreement, Financing
Statement, and Conditional





1
Assignment of Patents and Trademarks dated as of May 19, 1993 (the "KT Security
Agreement"); and

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

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO KT SECURITY AGREEMENT.

Section 2 of the KT Security Agreement is hereby amended by
deleting the word "and" at the end of clause (f) of the second proviso thereof,
and by inserting the following immediately preceding the period at the end of
the second proviso of Section 2:

"; and (h) the Second Equity Proceeds Note".

SECTION 2. CONDITIONS TO EFFECTIVENESS.

A. This Amendment shall become effective as of the date
hereof (the "Second Amendment Effective Date") only when the following
conditions shall have been met and notice thereof shall have been given by the
Agent to the Parent Guarantor, the Company, the Collateral Agent and each Bank:

1. The Agent shall have received for each Bank
counterparts hereof duly executed on behalf of the Parent Guarantor and the
Collateral Agent.

2. The Agent shall have received:

(i) Resolutions of the Board of Directors or of
the Executive Committee of 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
Parent Guarantor;

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

(iii) For each Bank an opinion, addressed to the
Agent, the Collateral Agent, and each Bank, from Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel, in substantially the form of Exhibit D to the Twelfth
Amendment, with such changes therein as shall be satisfactory to the Agent; and

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





2
SECTION 3. PARENT GUARANTOR'S REPRESENTATIONS AND WARRANTIES.

In order to induce the Collateral Agent to enter into this
Amendment and to amend the KT Security Agreement in the manner provided herein,
the Parent Guarantor represents and warrants to each Bank, the Agent and the
Collateral Agent that, as of the Second 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 Parent Guarantor and the performance of the
KT Security Agreement as amended by this Amendment (the "Amended Agreement") by
the Parent Guarantor are within its corporate powers and have been duly
authorized by all necessary corporate action on the part of the Parent
Guarantor.

B. NO CONFLICT. The execution and delivery by the
Parent Guarantor of this Amendment and the performance by the Parent Guarantor
of the Amended Agreement do not:

(a) contravene its Organic Documents;

(b) contravene any 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 the Parent Guarantor or
any of its Subsidiaries; or

(c) result in, or require the creation or imposition of,
any Lien on any of the Parent Guarantor's properties or any of the
properties of any its Subsidiaries, other than pursuant to the Loan
Documents.

C. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Parent Guarantor and this Amendment and the
Amended Agreement constitute the legal, valid and binding obligations of the
Parent Guarantor, enforceable against 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 other Person is required for
the due execution, delivery or performance of this Amendment by the Parent
Guarantor.





3
SECTION 4. MISCELLANEOUS.

A. REFERENCE TO AND EFFECT ON THE KT SECURITY AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

(i) On and after the Second Amendment Effective
Date, each reference in the KT Security Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to
the KT Security Agreement, and each reference in the other Loan
Documents to the "KT Security Agreement", "thereunder", "thereof" or
words of like import referring to the KT Security Agreement shall mean
and be a reference to the Amended Agreement.

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

(iii) The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of the Agent, the Collateral Agent or any Bank
under, the Credit Agreement or any of the other Loan Documents.

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.





4
IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered as of the day and year first above written.


KAISER ALUMINUM CORPORATION
(formerly KaiserTech Limited)


By:_________________________________
Name Printed:_______________________
Its:________________________________


MELLON BANK, N.A., as
Collateral Agent


By:_________________________________
Name Printed:_______________________
Its:________________________________





5
EXHIBIT D





January ___, 1993



Bank of America National Trust and
Savings Association, as Agent
315 Montgomery Street
San Francisco, California 94104

and

Mellon Bank, N.A., as Collateral Agent
Three Mellon Bank Center
Pittsburgh, Pennsylvania 15259

and

The Banks Listed on Schedule A Hereto

Twelfth Amendment to Credit Agreement (the "Twelfth
Amendment"), dated as of December 20, 1993, among Kaiser
Aluminum Corporation (formerly KaiserTech Limited), Kaiser
Aluminum & Chemical Corporation, certain financial
institutions, Bank of America National Trust and Savings
Association, as Agent, and Mellon Bank, N.A., as Collateral
Agent

Ladies and Gentlemen:

We have acted as special counsel to Kaiser Aluminum
Corporation, a Delaware corporation (the "Parent Guarantor"), and Kaiser
Aluminum & Chemical Corporation, a Delaware corporation (the "Company"), in
connection with the Twelfth Amendment, the Second Amendment to KT Pledge
Agreement dated as of December 20, 1993 (the "KT Pledge Agreement Amendment")
between the Parent Guarantor and the Collateral Agent and the Second Amendment
to KT Security Agreement, Financing Statement, and Conditional Assignment of
Patents and Trademarks dated as of December 20, 1993 (the "KT Security
Agreement Amendment") between the Parent Guarantor and the Collateral Agent.
Capitalized terms used but not defined herein have the meanings assigned
thereto in the Credit Agreement, as amended by the Twelfth Amendment. As used
herein, "Credit Agreement" has the meaning ascribed thereto in the first
recital of the Twelfth Amendment.





1
Bank of America National Trust and January ___, 1993
Savings Association, as Agent Page 2

and

Mellon Bank, N.A., as Collateral Agent

and

The Banks Listed on Schedule A Hereto



In rendering the opinion set forth herein, we have reviewed
(i) the Credit Agreement, (ii) the Twelfth Amendment, (iii) the KT Pledge
Agreement dated as of December 21, 1989, as amended by the First Amendment
dated as of May 19, 1993, between the Parent Guarantor and the Collateral Agent
(the "KT Pledge Agreement"), (iv) the KT Security Agreement, Financing
Statement, and Conditional Assignment of Patents and Trademarks dated as of
December 21, 1989, as amended by the First Amendment dated as of May 19, 1993,
between the Parent Guarantor and the Collateral Agent (the "KT Security
Agreement"), (v) the KT Pledge Agreement Amendment, and (vi) the KT Security
Agreement Amendment and have examined originals or copies, certified, or
otherwise identified to our satisfaction, of (i) the Certificate of
Incorporation and By-laws of each of the Parent Guarantor and the Company as in
effect on the date hereof, and (ii) such other documents, records, certificates
and instruments (collectively, "Documents") as in our judgment are necessary or
appropriate as the basis for the opinion expressed below.

In our examination we have assumed the genuineness of all
signatures, the authenticity of all Documents submitted to us as originals, the
conformity to original Documents of all Documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such copies.
As to any facts material to this opinion which we did not independently
establish or verify, we have relied upon statements and representations of
officers and other representatives of the Parent Guarantor and the Company and
certificates of public officials. We also have assumed (i) the valid
authorization, execution, and delivery of the Twelfth Amendment, the KT Pledge
Agreement Amendment and the KT Security Agreement Amendment by the parties
thereto (other than the Parent Guarantor and the Company), (ii) that each such
other party has been duly organized and is validly existing and in good
standing under the laws of the jurisdiction of its organization with the
corporate or other organizational power to perform its obligations thereunder,
and (iii) that the Twelfth Amendment, the KT Pledge Agreement Amendment and the
KT Security Agreement Amendment constitute the legal, valid and binding
obligation of each such other party enforceable against each such other party
in accordance with its terms (subject to qualifications and





2
Bank of America National Trust and January ___, 1993
Savings Association, as Agent Page 2

and

Mellon Bank, N.A., as Collateral Agent

and

The Banks Listed on Schedule A Hereto



limitations similar to those set forth in clauses (a) and (b) on page 4 of this
opinion).

Based upon the foregoing, and subject to the qualifications
set forth herein, we are of the opinion that:

1. The execution, delivery, and performance by each of
the Parent Guarantor and the Company of the Twelfth Amendment, and the
performance by the Company and the Parent Guarantor of the Credit Agreement, as
amended by the Twelfth Amendment, are within their respective corporate powers,
have been duly authorized by all necessary corporate action on the part of the
Parent Guarantor and the Company, and do not:

(a) violate the Organic Documents of the Parent Guarantor
or the Company;

(b) violate any court decree or order of any governmental
authority which, after our due inquiry, has been
specifically disclosed to us by the Parent Guarantor
or the Company; or

(c) violate the New Subordinated Notes or the New
Subordinated Indenture.

2. The Twelfth Amendment has been duly executed and
delivered by each of the Parent Guarantor and the Company.

3. The Twelfth Amendment constitutes the legal, valid,
and binding obligation of each of the Parent Guarantor and the Company
enforceable against each of the Parent Guarantor and the Company in accordance
with its terms.

4. The execution, delivery, and performance by the
Parent Guarantor of the KT Pledge Agreement Amendment and the KT Security
Agreement Amendment and the performance by the Parent Guarantor of the KT
Pledge Agreement and the KT Security Agreement, as amended by the KT Pledge
Agreement Amendment and the KT Security Agreement Amendment, as the case may
be, are within





3
Bank of America National Trust and January ___, 1993
Savings Association, as Agent Page 2

and

Mellon Bank, N.A., as Collateral Agent

and

The Banks Listed on Schedule A Hereto



its corporate powers, have been duly authorized by all necessary corporate
action on the part of the Parent Guarantor, and do not:

(a) violate the Organic Documents of the Parent
Guarantor; or

(b) violate any court decree or order of any governmental
authority which, after our due inquiry, has been
specifically disclosed to us by the Parent Guarantor.

5. The KT Pledge Agreement Amendment and the KT
Security Agreement Amendment have been duly executed and delivered by the
Parent Guarantor.

6. The KT Pledge Agreement Amendment and the KT Security
Agreement Amendment constitute the legal, valid, and binding obligations of the
Parent Guarantor enforceable against the Parent Guarantor in accordance with
their respective terms.

The opinions set forth in paragraphs 3 and 6 above are subject
to the following qualifications and limitations (and the other opinions set
forth above are subject to the following qualifications and limitations, other
than those set forth in clauses (a), (b) and (c) below):

(a) The enforceability of the Twelfth Amendment, the KT
Pledge Agreement Amendment and the KT Security Agreement Amendment may be
subject to or limited by bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance or transfer, moratorium, or other laws and court
decisions, now or hereafter in effect, relating to or affecting the rights of
creditors generally;

(b) The enforceability of the Twelfth Amendment, the KT
Pledge Agreement Amendment and the KT Security Agreement Amendment is subject
to the application of and may be limited by general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at





4
Bank of America National Trust and January ___, 1993
Savings Association, as Agent Page 2

and

Mellon Bank, N.A., as Collateral Agent

and

The Banks Listed on Schedule A Hereto



law). Such principles of equity are of general application and in applying
such principles a court, among other things, might not allow a creditor to
accelerate maturity of a debt under certain circumstances, including, without
limitation, upon the occurrence of a default deemed immaterial or might decline
to order an obligor to perform covenants. Such principles applied by a court
might include a requirement that a creditor act with reasonableness and in good
faith. Thus, we express no opinion as to the validity or enforceability of (i)
provisions restricting access to legal or equitable remedies, such as the
specific performance of executory covenants, (ii) provisions that purport to
establish evidentiary standards, (iii) provisions relating to waivers,
severability, indemnity, submissions to jurisdiction, set off, delay or
omission of enforcement of rights or remedies, and (iv) provisions purporting
to convey rights to persons other than parties to the Credit Agreement. In
addition, we express no opinion as to the enforceability of any provision
purporting to provide indemnification or contribution relating to matters
arising under Federal or State securities laws;

(c) The remedy of specific performance and injunctive and
other forms of equitable relief are subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought;
and

(d) Our opinion expressed herein is limited to the laws
of the State of New York, the General Corporation Law of the State of Delaware,
and the Federal laws of the United States of America, and we do not express any
opinion herein concerning any other laws. We express no opinion as to the
effects (if any) of any laws of any jurisdiction (except the State of New York)
in which any Bank is located which limits the rate of interest that such Bank
may charge or collect.

The opinion expressed herein is based upon the laws in effect
on the date hereof, and we assume no obligation to review or supplement this
opinion should any such law be changed by legislative action, judicial decision
or otherwise.





5
Bank of America National Trust and January ___, 1993
Savings Association, as Agent Page 2

and

Mellon Bank, N.A., as Collateral Agent

and

The Banks Listed on Schedule A Hereto



Ezra G. Levin, a partner of our firm, is a director of the
Parent Guarantor and the Company.

This opinion is being furnished only to the addressees named
above pursuant to Section 3.A.2(iii) of the Twelfth Amendment and is solely for
the benefit of such Persons in connection with the execution, delivery and
effectiveness of the Twelfth Amendment. Accordingly, this opinion may not be
used, quoted, or relied upon by any other person or entity or for any other
purpose without, in each instance, our express prior written consent.

Very truly yours,





6
SCHEDULE A

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

MARINE MIDLAND BANK, N.A.

NATIONAL WESTMINSTER BANK PLC

NATIONAL WESTMINSTER BANK USA

TEXAS COMMERCE BANK NATIONAL ASSOCIATION

BANQUE PARIBAS

MELLON BANK, N.A.

THE FIRST NATIONAL BANK OF
BOSTON

THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED

ROYAL BANK OF CANADA

THE TORONTO-DOMINION BANK

BANQUE NATIONALE de PARIS

US BANK OF WASHINGTON, N.A.

IBJ SCHRODER BANK & TRUST
COMPANY

THE NIPPON CREDIT BANK, LIMITED
LOS ANGELES AGENCY

SOCIETE GENERALE

THE YASUDA TRUST & BANKING
CO., LIMITED

ABN-AMRO BANK N.V.

STATE BANK OF SOUTH AUSTRALIA

CHRISTIANIA BANK OG KREDITKASSE

HIBERNIA NATIONAL BANK

COMMONWEALTH BANK OF AUSTRALIA





7
VAN KAMPEN MERRITT PRIME RATE INCOME TRUST

WEST ONE BANK

AUSTRALIA AND NEW ZEALAND
BANKING GROUP, LIMITED





8
SECOND AMENDMENT TO KT PLEDGE AGREEMENT



THIS SECOND AMENDMENT TO KT PLEDGE AGREEMENT (this
"Amendment"), dated as of December 20, 1993, is by and between KAISER ALUMINUM
CORPORATION (formerly KaiserTech Limited), a Delaware corporation (the "Parent
Guarantor"), and MELLON BANK, N.A., a national banking association, as
collateral agent for certain financial institutions that are parties to the
Credit Agreement referred to below (in such capacity, together with any
successors and assigns in such capacity, the "Collateral Agent"). Capitalized
terms used, but not defined, herein shall have the meanings given to such terms
in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Parent Guarantor, the Company, the Banks, the
Agent, and the Collateral Agent are parties to that certain Credit Agreement
dated as of December 13, 1989, as amended by a First Amendment to Credit
Agreement dated as of April 17, 1990, a Second Amendment to Credit Agreement
dated as of September 17, 1990, a Third Amendment to Credit Agreement dated as
of December 7, 1990, a Fourth Amendment to Credit Agreement dated as of April
19, 1991, a Fifth Amendment to Credit Agreement dated as of March 13, 1992, a
Seventh Amendment to Credit Agreement dated as of November 6, 1992, an Eighth
Amendment to Credit Agreement dated as of January 7, 1993, a Ninth Amendment to
Credit Agreement dated as of May 19, 1993, a Tenth Amendment to Credit
Agreement dated as of July 23, 1993 and an Eleventh Amendment to Credit
Agreement dated as of August 27, 1993 (as so amended and as further amended by
the Twelfth Amendment referred to below, the "Credit Agreement"); and

WHEREAS, the Required Banks had given their consent to a Sixth
Amendment to Credit Agreement dated as of June 25, 1992 (the "Sixth
Amendment"), but the Sixth Amendment has not become effective and has been
withdrawn; and

WHEREAS, as of the date hereof the Parent Guarantor, the
Company, the Banks, the Agent, and the Collateral Agent are entering into a
Twelfth Amendment to Credit Agreement (the "Twelfth Amendment"); and

WHEREAS, the Parent Guarantor and the Collateral Agent are
parties to that certain KT Pledge Agreement, dated as of December 21, 1989, as
amended by the First Amendment to KT Pledge Agreement dated as of May 19, 1993
(the "KT Pledge Agreement"); and

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





1
NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO KT PLEDGE AGREEMENT.

Section 2.1 of the KT Pledge Agreement is hereby amended by
inserting the phrase "and the Second Equity Proceeds Note" following the phrase
"other than the Equity Proceeds Note" contained in clause (c) thereof.

SECTION 2. CONDITIONS TO EFFECTIVENESS.

A. This Amendment shall become effective as of the date
hereof (the "Second Amendment Effective Date") only when the following
conditions shall have been met and notice thereof shall have been given by the
Agent to the Parent Guarantor, the Company, the Collateral Agent and each Bank:

1. The Agent shall have received for each Bank
counterparts hereof duly executed on behalf of the Parent Guarantor and the
Collateral Agent.

2. The Agent shall have received:

(i) Resolutions of the Board of Directors or of
the Executive Committee of 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
Parent Guarantor;

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

(iii) For each Bank an opinion, addressed to the
Agent, the Collateral Agent, and each Bank, from Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel, in substantially the form of Exhibit D to the Twelfth
Amendment, with such changes therein as shall be satisfactory to the Agent; and

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

SECTION 3. PARENT GUARANTOR'S REPRESENTATIONS AND WARRANTIES.

In order to induce the Collateral Agent to enter into this
Amendment and to amend the KT Pledge Agreement in the manner provided herein,
the Parent Guarantor represents and warrants to each Bank, the Agent and the
Collateral Agent that, as of the Second Amendment Effective Date after giving
effect to the effectiveness of this Amendment, the following statements are
true and correct in all material respects:





2
A. AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this Amendment by the Parent Guarantor and the performance of the
KT Pledge Agreement as amended by this Amendment (the "Amended Agreement") by
the Parent Guarantor are within its corporate powers and have been duly
authorized by all necessary corporate action on the part of the Parent
Guarantor.

B. NO CONFLICT. The execution and delivery by the
Parent Guarantor of this Amendment and the performance by the Parent Guarantor
of the Amended Agreement do not:

(a) contravene its Organic Documents;

(b) contravene any 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 the Parent Guarantor or
any of its Subsidiaries; or

(c) result in, or require the creation or imposition of,
any Lien on any of the Parent Guarantor's properties or any of the
properties of any of its Subsidiaries, other than pursuant to the Loan
Documents.

C. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Parent Guarantor and this Amendment and the
Amended Agreement constitute the legal, valid and binding obligations of the
Parent Guarantor, enforceable against 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 other Person is required for
the due execution, delivery or performance of this Amendment by the Parent
Guarantor.

SECTION 4. MISCELLANEOUS.

A. REFERENCE TO AND EFFECT ON THE KT PLEDGE AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

(i) On and after the Second Amendment Effective Date,
each reference in the KT Pledge Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to
the KT Pledge Agreement, and each reference in the other Loan
Documents to the "KT Pledge Agreement", "thereunder", "thereof" or
words of like import referring to the KT Pledge Agreement shall mean
and be a reference to the Amended Agreement.





3
(ii) Except as specifically amended by this Amendment, the
KT Pledge Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of the Agent, the Collateral Agent or any Bank under, the
Credit Agreement or any of the other Loan Documents.

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.





4
IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered as of the day and year first above written.


KAISER ALUMINUM CORPORATION
(formerly KaiserTech Limited)


By:_________________________________
Name Printed:_______________________
Its:________________________________


MELLON BANK, N.A., as
Collateral Agent


By:_________________________________
Name Printed:_______________________
Its:________________________________





5
SECOND AMENDMENT TO KT SECURITY AGREEMENT, FINANCING STATEMENT,
AND CONDITIONAL ASSIGNMENT OF PATENTS AND TRADEMARKS



THIS SECOND AMENDMENT TO KT SECURITY AGREEMENT, FINANCING
STATEMENT, AND CONDITIONAL ASSIGNMENT OF PATENTS AND TRADEMARKS (this
"Amendment"), dated as of December 20, 1993, is by and between KAISER ALUMINUM
CORPORATION (formerly KaiserTech Limited), a Delaware corporation (the "Parent
Guarantor"), and MELLON BANK, N.A., a national banking association, as
collateral agent for certain financial institutions that are parties to the
Credit Agreement referred to below (in such capacity, together with any
successors and assigns in such capacity, the "Collateral Agent"). Capitalized
terms used, but not defined, herein shall have the meanings given to such terms
in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Parent Guarantor, the Company, the Banks, the
Agent, and the Collateral Agent are parties to that certain Credit Agreement
dated as of December 13, 1989, as amended by a First Amendment to Credit
Agreement dated as of April 17, 1990, a Second Amendment to Credit Agreement
dated as of September 17, 1990, a Third Amendment to Credit Agreement dated as
of December 7, 1990, a Fourth Amendment to Credit Agreement dated as of April
19, 1991, a Fifth Amendment to Credit Agreement dated as of March 13, 1992, a
Seventh Amendment to Credit Agreement dated as of November 6, 1992, an Eighth
Amendment to Credit Agreement dated as of January 7, 1993, a Ninth Amendment to
Credit Agreement dated as of May 19, 1993, a Tenth Amendment to Credit
Agreement dated as of July 23, 1993 and an Eleventh Amendment to Credit
Agreement dated as of August 27, 1993 (as so amended and as further amended by
the Twelfth Amendment referred to below, the "Credit Agreement"); and

WHEREAS, the Required Banks had given their consent to a Sixth
Amendment to Credit Agreement dated as of June 25, 1992 (the "Sixth
Amendment"), but the Sixth Amendment has not become effective and has been
withdrawn; and

WHEREAS, as of the date hereof the Parent Guarantor, the
Company, the Banks, the Agent, and the Collateral Agent are entering into a
Twelfth Amendment to Credit Agreement (the "Twelfth Amendment"); and

WHEREAS, the Parent Guarantor and the Collateral Agent are
parties to that certain KT Security Agreement, Financing Statement, and
Conditional Assignment of Patents and Trademarks, dated as of December 21,
1989, as amended by the First Amendment to KT Security Agreement, Financing
Statement, and Conditional Assignment of Patents and Trademarks dated as of May
19, 1993 (the "KT Security Agreement"); and





1
WHEREAS, the parties hereto have agreed to amend the KT
Security Agreement as herein provided;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO KT SECURITY AGREEMENT.

Section 2 of the KT Security Agreement is hereby amended by
deleting the word "and" at the end of clause (f) of the second proviso thereof,
and by inserting the following immediately preceding the period at the end of
the second proviso of Section 2:

"; and (h) the Second Equity Proceeds Note".

SECTION 2. Conditions to Effectiveness.

A. This Amendment shall become effective as of the date
hereof (the "Second Amendment Effective Date") only when the following
conditions shall have been met and notice thereof shall have been given by the
Agent to the Parent Guarantor, the Company, the Collateral Agent and each Bank:

1. The Agent shall have received for each Bank
counterparts hereof duly executed on behalf of the Parent Guarantor and the
Collateral Agent.

2. The Agent shall have received:

(i) Resolutions of the Board of Directors or of
the Executive Committee of 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
Parent Guarantor;

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

(iii) For each Bank an opinion, addressed to the
Agent, the Collateral Agent, and each Bank, from Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel, in substantially the form of Exhibit D to the Twelfth
Amendment, with such changes therein as shall be satisfactory to the Agent; and

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





2
SECTION 3. PARENT GUARANTOR'S REPRESENTATIONS AND WARRANTIES.

In order to induce the Collateral Agent to enter into this
Amendment and to amend the KT Security Agreement in the manner provided herein,
the Parent Guarantor represents and warrants to each Bank, the Agent and the
Collateral Agent that, as of the Second 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 Parent Guarantor and the performance of the
KT Security Agreement as amended by this Amendment (the "Amended Agreement") by
the Parent Guarantor are within its corporate powers and have been duly
authorized by all necessary corporate action on the part of the Parent
Guarantor.

B. NO CONFLICT. The execution and delivery by the
Parent Guarantor of this Amendment and the performance by the Parent Guarantor
of the Amended Agreement do not:

(a) contravene its Organic Documents;

(b) contravene any 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 the Parent Guarantor or
any of its Subsidiaries; or

(c) result in, or require the creation or imposition of,
any Lien on any of the Parent Guarantor's properties or any of the
properties of any its Subsidiaries, other than pursuant to the Loan
Documents.

C. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Parent Guarantor and this Amendment and the
Amended Agreement constitute the legal, valid and binding obligations of the
Parent Guarantor, enforceable against 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 other Person is required for
the due execution, delivery or performance of this Amendment by the Parent
Guarantor.





3
SECTION 4. MISCELLANEOUS.

A. REFERENCE TO AND EFFECT ON THE KT SECURITY AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

(i) On and after the Second Amendment Effective
Date, each reference in the KT Security Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to
the KT Security Agreement, and each reference in the other Loan
Documents to the "KT Security Agreement", "thereunder", "thereof" or
words of like import referring to the KT Security Agreement shall mean
and be a reference to the Amended Agreement.

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

(iii) The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of the Agent, the Collateral Agent or any Bank
under, the Credit Agreement or any of the other Loan Documents.

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.





4
IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered as of the day and year first above written.


KAISER ALUMINUM CORPORATION
(formerly KaiserTech Limited)


By:_________________________________
Name Printed:_______________________
Its:________________________________


MELLON BANK, N.A., as
Collateral Agent


By:_________________________________
Name Printed:_______________________
Its:________________________________




5