FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • August 3rd, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This Amended and Restated Indemnification Agreement (“Agreement”) is made as of August 1, 2017 and was originally effective as of November 1, 2016 (the “Effective Date”), by and between Alcoa Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). Except as provided herein, this Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between Alcoa Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). Except as provided herein, this Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 3rd, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Pennsylvania
THIS AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of the 25th day of June 2017, by and between ALCOA USA CORP. a corporation organized under the laws of Delaware (“Licensor”) and ARCONIC INC. (f/k/a Alcoa Inc.), a corporation organized under the laws of Pennsylvania (“Licensee”).
INDENTURE among ALCOA NEDERLAND HOLDING B.V., ALCOA CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, dated as of July 13, 2020Indenture • July 13th, 2020 • Alcoa Corp • Primary production of aluminum • New York
INDENTURE dated as of July 13, 2020, among ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Issuer”), ALCOA CORPORATION (the “Company”), a Delaware corporation, the SUBSIDIARY GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee.
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 21, 2018 (this “Amendment”), among ALCOA CORPORATION, a Delaware corporation (“Holdings”), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid...Revolving Credit Agreement • November 26th, 2018 • Alcoa Corp • Primary production of aluminum • New York
REVOLVING CREDIT AGREEMENT dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, and as amended and restated as of November 21, 2018 (as the same may be amended, modified or supplemented from time to time, the “Agreement”), among ALCOA CORPORATION, a Delaware corporation (“Holdings”), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article I), the Issuers, and JPMORGAN CHASE BANK N.A., as Administrative Agent.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF [ ], 2016Transition Services Agreement • August 12th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [ ], 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”).
INDENTURE among ALCOA NEDERLAND HOLDING B.V., ALCOA CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, dated as of March 21, 2024Indenture • March 21st, 2024 • Alcoa Corp • Primary production of aluminum • New York
INDENTURE dated as of March 21, 2024, among ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Issuer”), ALCOA CORPORATION (the “Company”), a Delaware corporation, the SUBSIDIARY GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016Separation and Distribution Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
AMENDED AND RESTATED CHARTER OF THE STRATEGIC COUNCILCharter Agreement • September 13th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016Employee Matters Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals
This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”).
ALCOA CORPORATION AMENDED AND RESTATED GRANTOR TRUST AGREEMENTGrantor Trust Agreement • February 26th, 2018 • Alcoa Corp • Primary production of aluminum • North Carolina
This Amended and Restated Grantor Trust Agreement (the “Trust Agreement”) is made effective October 24, 2017 and was originally effective on November 1, 2016 (the “Effective Date”), by and between ALCOA CORPORATION (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”).
FORM OF TAX MATTERS AGREEMENT DATED AS OF [•], 2016 BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATIONTax Matters Agreement • September 29th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [•], 2016, by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”) (collectively, the “Companies” and each, a “Company”).
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016Stockholder and Registration Rights Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of October 31, 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ALCOA CORPORATION 12,958,767 Shares Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • April 28th, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • New York
Enterprise Funding Agreement (Restated) Alcoa Corporation Alumina Limited Alcoa Australian Holdings Pty Ltd Alcoa of Australia Limited Enterprise Funding PartnershipEnterprise Funding Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Victoria
The Enterprise Funding Agreement (Restated), originally made on, and effective on and from, 18 September 2006, as amended, restated and novated with effect on and from 1 November 2016.
PROJECT ELEVATION – PRIMARY ALUMINUM LTA MASTER AGREEMENT FOR THE SUPPLY OF PRIMARY ALUMINUMMaster Agreement for the Supply of Primary Aluminum • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • New York
This MASTER AGREEMENT FOR THE SUPPLY OF PRIMARY ALUMINUM (“Agreement”), dated October 31, 2016, is made by and between Alcoa Upstream Corporation, a Delaware corporation, and its Affiliates (“Seller”) and Alcoa Inc., a Pennsylvania corporation and its Affiliates (“Buyer”).
PURCHASE AGREEMENT by and between KAISER ALUMINUM CORPORATION and ALCOA CORPORATION Dated as of November 30, 2020Purchase Agreement • April 6th, 2021 • Alcoa Corp • Primary production of aluminum • Delaware
This Purchase Agreement, dated as of November 30, 2020 (this “Agreement”), is made and entered into by and between Kaiser Aluminum Corporation, a Delaware corporation (“Buyer”), and Alcoa Corporation, a Delaware corporation (“Seller”). Buyer and Seller are sometimes referred to in this Agreement together as the “Parties” or individually as a “Party”. Capitalized terms used but not defined in this Agreement are defined in Annex A.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALCOA WORLD ALUMINA LLCLimited Liability Company Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ALCOA WORLD ALUMINA LLC (the “Company”), dated as of November 1, 2016, is by and among ALCOA USA CORP., a corporation incorporated under the laws of the State of Delaware (“Alcoa USA”), and ASC ALUMINA, INC., a corporation incorporated under the laws of the State of Delaware (“ASC Alumina”), ALUMINA INTERNATIONAL HOLDINGS PTY LTD, a company incorporated under the laws of the State of Victoria, Australia (“AIH”), ALUMINA (USA) INC., a corporation incorporated under the laws of the State of Delaware (“Alumina USA”), REYNOLDS METALS COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (“RMC”) and REYNOLDS METALS EXPLORATION, INC., a corporation incorporated under the laws of the State of Delaware (“RME”). Alcoa USA, ASC Alumina, AIH, Alumina USA, RMC and RME are also hereinafter sometimes each referred to individually as a “Member” and collectively as the “Membe
Fusina Lease and Operations Agreement Lease Agreement BETWEENLease Agreement • August 12th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals
Art. 1) By way of this agreement the Lessor leases to The Lessee, that accepts, the following portions of properties in the Municipality of Venice, City Malcontenta , Via Elettronica n . 31 , consisting in the rolling mill plant (for the production of rolled aluminum products) and foundry—primary ( for the secondary aluminum production ), with the exclusion of the command area on Fg.193 mapp.19 sub.2—as well as of the specified portions in the maps, as well as buildings and equipment accessories and related pertaining areas (the “Building”) all identified the Cadastre of the City of Venice as follows :
AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • January 18th, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals
THIS AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is made as of December 13, 2016, by and between Arconic Inc., formerly known as Alcoa Inc. (“Parent”) and Alcoa Corporation, formerly known as Alcoa Upstream Corporation (“UpstreamCo”).
AMENDED AND RESTATED CHARTER OF THE STRATEGIC COUNCILAmended and Restated Charter • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
Amendment and restatement of the Aluminium Project Framework Shareholders Agreement between SAUDI ARABIAN MINING COMPANY (MA'ADEN) and ALCOA INC (ALCOA)Aluminium Project Framework Shareholders Agreement • July 31st, 2019 • Alcoa Corp • Primary production of aluminum
THIS AMENDMENT AND RESTATEMENT AGREEMENT (hereinafter referred to as the "Agreement"), is made and entered into on [ ] in the Hejerian calendar, corresponding to the [ ] day of [ ] [ ] in the Gregorian calendar, by and between:
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 18th, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
By this Executive Severance Agreement dated and effective as of (the “Agreement”), Alcoa Corporation (the “Company”), and (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
Alumina Refinery Agreement Act 1961Alumina Refinery Agreement • September 1st, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals
An Act to approve and ratify an agreement entered into by the State with respect to the establishment of a refinery to produce alumina, and to provide for carrying the agreement into effect and for incidental and other purposes.
Alumina Refinery (Wagerup) Agreement and Acts Amendment Act 1978Alumina Refinery Agreement • September 1st, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals
An Act to ratify an Agreement between the State of Western Australia and Alcoa of Australia Limited for the purpose of the establishment of an alumina refinery at Wagerup, to amend the Alumina Refinery Agreement Act 1961, and the Alumina Refinery (Pinjarra) Agreement Act 1969, and for related purposes.
ContractRevolving Credit Agreement • October 31st, 2019 • Alcoa Corp • Primary production of aluminum • New York
AMENDMENT NO. 1 dated as of August 16, 2019 (this “Agreement”) to the Revolving Credit Agreement dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017 and as amended and restated as of November 21, 2018 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among ALCOA CORPORATION, a Delaware corporation (“Holdings”), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Borrower”), the several banks and other financial institutions or entities from time to time party as Lenders and Issuers thereto and JPMorgan Chase Bank, N.A. (the “Administrative Agent”) and the Guarantee Agreement dated as of November 1, 2016 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Guarantee Agreement”), among Holdings, the Borrower, the subsidiaries of Holdi
FORM OF PATENT, KNOW-HOW, AND TRADE SECRET LICENSE AGREEMENTPatent, Know-How, and Trade Secret License Agreement • August 12th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • New York
This Patent, Know-How, and Trade Secret License Agreement (the “Agreement”) made and entered into as of this day of 2016 (the “Effective Date”), by and between ARCONIC INC., a corporation organized under the laws of Pennsylvania (“Licensor”) and ALCOA USA CORP., a corporation organized under the laws of Delaware (“Licensee”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016Transition Services Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of October 31, 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 1, 2016, among the entities listed in Annex A (the “New Guarantors”), subsidiaries of ALCOA CORPORATION (formerly known as Alcoa Upstream Corporation), a corporation organized under the laws of Delaware (the “Company”), the Company, ALCOA NEDERLAND HOLDING B.V. (the “Issuer”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee, (the “Trustee”) under the indenture referred to below.
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • October 31st, 2019 • Alcoa Corp • Primary production of aluminum • Delaware
By this Amended and Restated Executive Severance Agreement dated and effective as of July 30, 2019 (the “Agreement”), Alcoa Corporation (the “Company”), and [NAME], who has been designated as an officer of the Company by the Company’s Board of Directors (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 23rd, 2023 • Alcoa Corp • Primary production of aluminum
WHEREAS, the Company and Executive executed an Amended and Restated Executive Severance Agreement dated and effective as of July 30, 2019 (the “Agreement”);
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • October 31st, 2019 • Alcoa Corp • Primary production of aluminum • Delaware
By this Amended and Restated Executive Severance Agreement dated and effective as of July 30, 2019 (the “Agreement”), Alcoa Corporation (the “Company”), and [NAME], who has been designated as an officer of the Company by the Company’s Board of Directors (the “Board”) (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:
ContractRevolving Credit Agreement • March 4th, 2021 • Alcoa Corp • Primary production of aluminum • New York
AMENDMENT NO. 4 dated as of March 4, 2021 (this “Agreement”) to the Revolving Credit Agreement dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017 and as amended and restated as of November 21, 2018, as amended as of August 16, 2019, as amended as of April 21, 2020 and as amended as of June 24, 2020 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among ALCOA CORPORATION, a Delaware corporation (“Holdings”), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Borrower”), the several banks and other financial institutions or entities from time to time party as Lenders and Issuers thereto and JPMorgan Chase Bank, N.A. (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement, exc
Amendment and Restatement Deed dated 26 June 2019 relating to the Aluminium Project Framework Shareholders' Agreement originally dated 20 December 2009 (as amended and/or restated and/or novated from time to time) between SAUDI ARABIAN MINING COMPANY...Aluminium Project Framework Shareholders' Agreement • July 31st, 2019 • Alcoa Corp • Primary production of aluminum • England and Wales
THIS AMENDMENT AND RESTATEMENT DEED (hereinafter referred to as "this Deed"), is made and entered into on 23/10/1440 in the Hejerian calendar, corresponding to the 26th day of June, 2019 in the Gregorian calendar, by and between:
THIS LEASE IS NOT TO BE RECORDED] FORM OF MASSENA LAND LEASE AGREEMENT by and between Alcoa Inc., Lessor and Alcoa USA Corp., Lessee Dated [ ], 2016Lease Agreement • August 12th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • New York
This MASSENA LAND LEASE AGREEMENT (“Land Lease”) is made as of , 2016, by and between Alcoa Inc., a Pennsylvania corporation, (“Lessor”), and Alcoa USA Corp., a Delaware corporation (“Lessee,” each of the Lessor and Lessee, and their respective successors and permitted assigns of this Land Lease being referred to herein as a “Party,” and collectively, the “Parties”).
