SECTION 3.1 Certificate of Incorporation 9 SECTION 3.2 Bylaws 9 SECTION 3.3 Directors and Officers 9 ARTICLE IVMerger Agreement • June 5th, 2000 • Alcoa Inc • Primary production of aluminum • Delaware
ALCOA INC. TOIndenture • April 16th, 2001 • Alcoa Inc • Primary production of aluminum • New York
Shareholder Shares Percentage AIHC 249,240,000 60.0% WMC 163,044,500 39.25% B. The balance of the issued capital in the Company, namely 3,115,500 ordinary shares representing point seven five per centum (0.75%) of the issued capital, is held by QBE...Shareholders' Agreement • November 28th, 2001 • Alcoa Inc • Primary production of aluminum • Victoria
CONFORMED COPY AMENDED AND EXTENDED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 7th, 2002 • Alcoa Inc • Primary production of aluminum • New York
EXHIBIT 2 CONFORMED COPY ====================================================== ========================== AGREEMENT AND PLAN OF MERGERMerger Agreement • March 11th, 1998 • Aluminum Co of America • Primary production of aluminum • Delaware
ARCONIC ROLLED PRODUCTS CORPORATION, as Issuer THE GUARANTORS FROM TIME TO TIME PARTY HERETO, as Guarantors U.S. BANK NATIONAL ASSOCIATION, as Trustee U.S. BANK NATIONAL ASSOCIATION, as Second Priority Collateral Agent ANDIndenture • February 7th, 2020 • Arconic Inc. • Rolling drawing & extruding of nonferrous metals • New York
This INDENTURE, dated as of February 7, 2020 (this “Indenture”), is by and among Arconic Rolled Products Corporation, a Delaware corporation (the “Issuer”), the Guarantors from time to time party hereto, U.S. Bank National Association, as trustee (the “Trustee”) and U.S. Bank National Association, as second priority collateral agent (the “Second Priority Collateral Agent”), registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
among ALCOA INC.,Merger Agreement • August 27th, 1999 • Alcoa Inc • Primary production of aluminum • Delaware
EXHIBIT D(1) ================================================================== ============== AGREEMENT AND PLAN OF MERGERMerger Agreement • March 20th, 2000 • Alcoa Inc • Primary production of aluminum • Delaware
EXHIBIT B AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13G The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the H ordinary shares of Aluminum Corporation of China Limited shall be filed on behalf of each...Joint Filing Agreement • February 8th, 2002 • Alcoa Inc • Primary production of aluminum
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the H ordinary shares of Aluminum Corporation of China Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an Exhibit to such Schedule 13G.
Five-Year)Credit Agreement • July 24th, 2003 • Alcoa Inc • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 99.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALCOA ALUMINA & CHEMICALS, L.L.C. THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of ALCOA ALUMINA & CHEMICALS, L.L.C. (the "Company"), dated as...Limited Liability Company Agreement • November 28th, 2001 • Alcoa Inc • Primary production of aluminum • Delaware
AGREEMENT AND PLAN OF MERGER by and among RTI INTERNATIONAL METALS, INC., ALCOA INC. and RANGER OHIO CORPORATION Dated as of March 8, 2015Merger Agreement • March 9th, 2015 • Alcoa Inc. • Rolling drawing & extruding of nonferrous metals • Ohio
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 8, 2015, is by and among RTI International Metals, Inc., an Ohio corporation (the “Company”), Alcoa Inc., a Pennsylvania corporation (“Parent”) and Ranger Ohio Corporation, an Ohio corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
FORM T-1Statement of Eligibility • December 6th, 1995 • Aluminum Co of America • Primary production of aluminum
CREDIT AGREEMENT dated as of March 25, 2020 among ARCONIC ROLLED PRODUCTS CORPORATION (to be known as ARCONIC CORPORATION), as Borrower, the Designated Borrowers from Time to Time Party Hereto, The Lenders and Issuing Banks Party Hereto, and JPMORGAN...Credit Agreement • March 26th, 2020 • Arconic Inc. • Rolling drawing & extruding of nonferrous metals • New York
CREDIT AGREEMENT dated as of March 25, 2020 (this “Agreement”), among ARCONIC ROLLED PRODUCTS CORPORATION (to be known as ARCONIC CORPORATION), a Delaware corporation (the “Borrower”), the DESIGNATED BORROWERS party hereto from time to time, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2018 • Arconic Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 20__ by and between Arconic Inc., 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.
364-Day)Credit Agreement • July 24th, 2003 • Alcoa Inc • Rolling drawing & extruding of nonferrous metals • New York
HOWMET AEROSPACE INC.Restricted Share Unit Award Agreement • February 13th, 2024 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
The terms and conditions of this Global Restricted Share Unit Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The Restricted Share Unit award is granted to the Participant under the 2013 Howmet Aerospace Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”). Terms that are defined in the Plan have the same meanings in the Award Agreement.
HOWMET AEROSPACE INC. Grant Date: [INSERT DATE]Special Retention Award Agreement • February 13th, 2024 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
The terms and conditions of this Special Retention Award Agreement, including Appendices A and B attached hereto, (the “Award Agreement”) are authorized by the Compensation and Benefits Committee of the Board of Directors. The special retention award (“Special Retention Award”) is granted to the Participant under the 2013 Howmet Aerospace Stock Incentive Plan, as amended and restated and as may be further amended from time to time (the “Plan”).
March 16, 2000 Howmet International Inc. 475 Steamboat Road Greenwich, Connecticut 06830 Gentlemen: Reference is made to the Corporate Agreement, dated as of December 2, 1997, as amended by the Amendment, dated as of March 13, 2000 (as amended, the...Corporate Agreement • March 20th, 2000 • Alcoa Inc • Primary production of aluminum • New York
Reference is made to the Corporate Agreement, dated as of December 2, 1997, as amended by the Amendment, dated as of March 13, 2000 (as amended, the "Corporate Agreement"), by and among Cordant Technologies Inc. (formerly named Thiokol Corporation), a Delaware corporation ("Cordant"), Cordant Technol ogies Holding Company (formerly named Thiokol Holding Company), a Delaware corporation and a wholly owned subsidiary of Cordant ("Holding"), and Howmet International Inc., a Delaware corporation (the "Company").
TERM LOAN AGREEMENT Dated as of November 22, 2023, Among HOWMET AEROSPACE INC., as Borrower, THE LENDERS NAMED HEREIN, and TRUIST BANK, as Administrative Agent and Syndication Agent TRUIST SECURITIES, INC., TD SECURITIES (USA) LLC, PNC CAPITAL MARKETS...Term Loan Agreement • February 13th, 2024 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals • New York
TERM LOAN AGREEMENT dated as of November 22, 2023 (as the same may be amended, modified or supplemented from time to time, the “Agreement”), among HOWMET AEROSPACE INC., a Delaware corporation, (the “Borrower”), the lenders listed on the signature pages hereof under the heading “Lenders” (the “Lenders”) party hereto from time to time and Truist Bank (“Truist Bank”), as syndication agent (in such capacity, the “Syndication Agent”) and as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 2nd, 2017 • Arconic Inc. • 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”).
REVOLVING CREDIT AGREEMENT dated as of September 16, 2016 among ALCOA UPSTREAM CORPORATION, as Holdings, ALCOA NEDERLAND HOLDING B.V. as the Borrower, THE LENDERS AND ISSUERS NAMED HEREIN, and JPMORGAN CHASE BANK, N.A., as Administrative Agent...Revolving Credit Agreement • September 19th, 2016 • Alcoa Inc. • Rolling drawing & extruding of nonferrous metals • New York
REVOLVING CREDIT AGREEMENT dated as of September 16, 2016 (as the same may be amended, modified or supplemented from time to time, the “Agreement”), among ALCOA UPSTREAM 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.
INDENTURE among ALCOA NEDERLAND HOLDING B.V., ALCOA UPSTREAM CORPORATION, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, dated as of September 27, 2016Indenture • September 27th, 2016 • Alcoa Inc. • Rolling drawing & extruding of nonferrous metals • New York
INDENTURE dated as of September 27, 2016, among ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Issuer”), ALCOA UPSTREAM CORPORATION (the “Company”), a Delaware corporation, each SUBSIDIARY GUARANTOR from time to time party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee.
PATENT, KNOW-HOW, AND TRADE SECRET LICENSE AGREEMENT – HOWMET AEROSPACE INC. TO ARCONIC CORP.Patent, Know-How, and Trade Secret License Agreement • April 6th, 2020 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
This Patent, Know-How, and Trade Secret License Agreement (the “Agreement”) is made and entered into as of this 31st day of March, 2020 and effective as of 12:01 a.m. on April 1, 2020 (the “Effective Date”), by and between ARCONIC INC., a corporation organized under the laws of Delaware (“Licensor”) and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (“Licensee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2011 • Alcoa Inc • Rolling drawing & extruding of nonferrous metals • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of January 24, 2011 (this “Agreement”), is entered into by and between ALCOA INC., a Pennsylvania corporation (the “Company”), and EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment manager (the “Manager”) of a segregated account held in the master trust holding the assets of certain pension plans of the Company and its subsidiaries established under the Amended and Restated Master Trust Agreement dated as of January 1, 2004 between the Company and The Bank of New York Mellon (as successor in interest to Mellon Bank, N.A.), as trustee (the “Trust”).
AMENDED AND RESTATED CHARTER OF THE STRATEGIC COUNCILCharter Agreement • September 1st, 2016 • Alcoa Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
Originally made on 21 December 1994, as amended and restated with effect on and from the Distribution Date and in accordance with, the agreement entitled “Framework Agreement” between Alumina Limited (formerly known as Western Mining Corporation Holdings Limited) (formerly defined as “WMC” and now defined as “Alumina”), Alcoa Corporation (formerly known as Alcoa Upstream Corporation) (formerly defined as “ACOA” and now defined as “Alcoa”) and other parties dated August 31, 2016.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016Employee Matters Agreement • November 4th, 2016 • Arconic Inc. • 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”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ARCONIC INC. AND ARCONIC ROLLED PRODUCTS CORPORATION DATED AS OF MARCH 31, 2020Employee Matters Agreement • April 6th, 2020 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals
This EMPLOYEE MATTERS AGREEMENT, dated as of March 31, 2020 (this “Agreement”), is by and between Arconic Inc., a Delaware corporation (“Parent”), and Arconic Rolled Products Corporation, a Delaware corporation (“Spinco”).
LEASE AND PROPERTY MANAGEMENT AGREEMENTLease and Property Management Agreement • April 6th, 2020 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals • New York
THIS LEASE AND PROPERTY MANAGEMENT AGREEMENT (this “Lease”) dated this 31st day of March 2020 and effective as of 12:01 a.m. on April 1, 2020 (“Effective Date”), by and between ARCONIC INC., a Delaware corporation with offices at 201 Isabella Street, Pittsburgh, PA 15212 ("Lessor"), and ARCONIC MASSENA LLC, a Delaware limited liability company with offices at 201 Isabella Street, Pittsburgh, PA 15212 (“Lessee”).
TAX MATTERS AGREEMENT DATED AS OF OCTOBER 31, 2016 BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATIONTax Matters Agreement • November 4th, 2016 • Arconic Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 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”).
EARNOUT AGREEMENT by and among FR ACQUISITION FINANCE SUBCO (LUXEMBOURG) S.A.R.L., THE SELLER REPRESENTATIVE (AS DEFINED HEREIN) and ALCOA INC. Dated as of June 25, 2014Earnout Agreement • June 27th, 2014 • Alcoa Inc • Rolling drawing & extruding of nonferrous metals • Delaware
EARNOUT AGREEMENT, dated as of June 25, 2014 (this “Agreement”), by and among FR Acquisition Finance Subco (Luxembourg), S.à.r.l., a private limited liability company incorporated under the laws of Luxembourg, with its registered office located at 6 rue Guillaume Schneider, L-2522 Luxembourg, registered with the Register of Commerce and Companies of Luxembourg under number B 133,360 (the “Seller”), Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., collectively in their capacity as the Seller Representative, and Alcoa Inc., a Pennsylvania corporation (the “Purchaser”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 6th, 2020 • Howmet Aerospace Inc. • Rolling drawing & extruding of nonferrous metals • Delaware
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of the 31st day of March, 2020 and effective as of 12:01 a.m. on April 1, 2020 (the “Effective Date”), by and between ARCONIC ROLLED PRODUCTS CORP. a corporation organized under the laws of Delaware (“Licensor”) and ARCONIC INC., a corporation organized under the laws of Delaware (“Licensee”).
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 • Arconic Inc. • 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 • Arconic Inc. • Rolling drawing & extruding of nonferrous metals • New York
FIVE-YEAR REVOLVING CREDIT AGREEMENT Dated as of April 22, 2005 Among ALCOA INC., THE LENDERS NAMED HEREIN, CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON and UBS AG, STAMFORD BRANCH, as Syndication Agents, DEUTSCHE BANK SECURITIES INC and ABN AMRO BANK,...Revolving Credit Agreement • April 25th, 2005 • Alcoa Inc • Rolling drawing & extruding of nonferrous metals • New York
FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 22, 2005 (as the same may be amended, modified or supplemented from time to time, the “Agreement”), among ALCOA INC., a Pennsylvania corporation (“Alcoa”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning ascribed thereto in Article I), and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for the Lenders.
