Common use of Bauxite and Alumina Clause in Contracts

Bauxite and Alumina. (i) The Enterprise shall be involved in the worldwide exploration, searching and prospecting for, and the mining of bauxite and any other minerals and/or ores from which alumina or aluminum can or may be commercially produced. The Enterprise shall also engage in the refining and other processing of these minerals and/or ores into alumina. (ii) The Enterprise may also engage in the exploitation and development of minerals discovered in the course of bauxite mining at Enterprise facilities, however, these minerals shall not be considered to be within the definition of the Bauxite and Alumina business unless the Members unanimously agree. The Enterprise will engage in any necessary or ancillary activity that the majority of the Members of the Strategic Council determine may be carried on with the above described activities. Alcoa Aluminio shall continue to produce alumina for the Brazilian market including for Alcoa Aluminio’s own smelting needs. (iii) The Enterprise shall be responsible for selling alumina and bauxite to Alcoa at arm’s length prices and terms, as well as to third parties, provided that Alcoa and Alumina shall also have certain entitlements described in the remainder of this Section 5(a)(iii) that come into effect only upon election by Alumina after a Change of Control in respect of Alumina has occurred. In the event of such election by Alumina, Alcoa and Alumina shall cooperate to ensure that their activities following Alumina’s election may be conducted in compliance with applicable law, including relevant competition laws. Alcoa and Alumina (or any Acquirer of Alcoa or Alumina) shall be entitled to purchase from the Enterprise, on an evergreen basis, alumina and bauxite on market based terms and conditions, and otherwise on the terms and conditions, and subject to the limitations, set forth in the Umbrella Offtake Agreement. Sales of products to Alcoa and Alumina shall be made pursuant to the terms of any offtake agreements entered into between either Alcoa or Alumina and the Enterprise (or any Enterprise Company) that may exist from time to time. (iv) The parties have agreed to a sole risk regime as provided in Exhibit C that comes into effect only after a Change of Control in respect of Alumina or Alcoa. Alcoa and Alumina shall cooperate to ensure that the sole risk regime may be conducted in compliance with applicable law, including relevant competition laws.