Common use of SUPPLY AND SALE BY THE SUPPLIER Clause in Contracts

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract year, “CPT the applicable Delivery Site”, a quantity of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and in accordance with Section 2.4(i). (b) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s choosing or from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “Supplier Facilities” herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (c) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non value-maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Annual Base Quantity for the applicable Contract Year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdown. Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser. Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual Base Quantities in a similar manner and with the same 18-month notice to Supplier.

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** on the Effective Date and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract year, “CPT "CIP the applicable Delivery Site”, a quantity " the quantities of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and determined in accordance with Section 2.4(i)this Agreement. (b) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s 's choosing or from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “"Supplier Facilities” " herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (c) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non valuenon-value maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Estimated Annual Base Quantity Capacity for the applicable Contract Year year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdown. Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser. Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual Base Quantities in a similar manner and with the same 18-month notice to Supplierdown.

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** on the Effective Date and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract year, “"CPT the applicable Delivery Site”, a quantity " the quantities of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and determined in accordance with Section 2.4(i)this Agreement. (b) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s 's choosing or from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “"Supplier Facilities” " herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (c) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non value-maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Estimated Annual Base Quantity Capacity for the applicable Contract Year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdown. Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s 's obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser. Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual Base Quantities in a similar manner and with the same 18-month notice to Supplier.

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** Agreement and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract year, “CPT the applicable Delivery Site”Year, a quantity of Metal equal to which is no greater than the maximum amount and no less than the minimum amount of the applicable Annual Base QuantityQuantity Range. In addition, subject to adjustment resulting from the monthly purchases Supplier shall supply the quantity of Pre-Alloyed Metal pursuant to and determined in accordance with Section 2.4(i)2.4 and Schedule 8 in the event that the Supplier elects to supply Optional Volume and the Purchaser elects to purchase Optional Volume pursuant to the terms of Section 2.4. (b) Subject to the terms and conditions of this Agreement including the limitations contained in Sections 2.1 and 2.3, and throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each calendar month, such quantity of Metal as is set forth in the Monthly Order for such calendar month pursuant to the terms of Section 2.3. (c) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s choosing or from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “Supplier Facilities” herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (cd) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis *** in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non value-maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the ***. The Annual Base Quantity for the applicable Contract Year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdown. Annual Base Quantity Range for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(cSection 2.1(d) in the Supplier’s obligation to supply Metal shall only take effect 18 months *** after Supplier has provided notice thereof to the Purchaser. Likewise, should the Purchaser decide to shut down any of its North American facilities being supplied under this Agreement, the Purchaser will be entitled to reduce the Annual Base Quantities Quantity Range and other related volume levels in a similar manner and with the same 18-month *** notice to Supplier.

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** on the Effective Date and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract year, “"CPT the applicable Delivery Site”, a quantity " the quantities of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and determined in accordance with Section 2.4(i)this Agreement. (b) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s 's choosing or from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “"Supplier Facilities” " herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (c) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non value-maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Estimated Annual Base Quantity Capacity for the applicable Contract Year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdown. Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser. Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual Base Quantities in a similar manner and with the same 18-month notice to Supplier.

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** on the Effective Date and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract year, “CPT "CIP the applicable Delivery Site”, a quantity " the quantities of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and determined in accordance with Section 2.4(i)this Agreement. (b) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s 's choosing or provided that the relevant Supplier Facility is qualified by the Supplier to supply the specific Metal alloys with mould specifications and other material specifications requested by the Purchaser Supplier shall provide details of supply by Supplier Facility in the same form as provided in accordance with current practice as at the Effective Date. Supplier may also Supply Metal from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “"Supplier Facilities” " herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (c) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non valuenon-value maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Estimated Annual Base Quantity Capacity for the applicable Contract Year year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdownshut down. Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s 's obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser. Notwithstanding the foregoing, Supplier shall not be entitled to reduce its Metal supply obligation pursuant to this paragraph in connection with a permanent shut down of its Lannemezan Smelter. Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual Base Quantities in a similar manner and with the same 18-month notice to Supplier.

SUPPLY AND SALE BY THE SUPPLIER. (a) Subject to the terms and conditions of this Agreement, beginning as of *** on January 1, 2008 and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract yearYear, “CPT CIP the applicable Delivery Site”, a quantity of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and in accordance with Section 2.4(i2.4 (i). (b) The Supplier shall supply Metal from a Supplier Facility of the Supplier’s choosing or provided that the relevant Supplier Facility is qualified by the Supplier to supply the specific Metal alloys with mould specifications and other material specifications requested by the Purchaser. Supplier shall provide details of supply by Supplier Facility in the same form as provided in accordance with current practice as at the date hereof. Supplier may also supply Metal from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “Supplier Facilities” herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation. (c) The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non valuenon-value maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Annual Base Quantity for the applicable Contract Year multiplied by the annual reduction capacity of Metal of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of Metal of all Supplier Facilities before giving effect to the shutdownshut down. Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser. Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual Base Quantities in a similar manner and with the same 18-month notice to Supplier.