ACCESSION AGREEMENT
Exhibit 10
ACCESSION AGREEMENT dated as of July 28, 2008 (“this Agreement”) among US BANK, NATIONAL ASSOCIATION, SOCIETE GENERALE, and THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND (each, an “Acceding Lender”, and collectively, the “Acceding Lenders”), ALCOA INC., a Pennsylvania corporation (“Alcoa”), and CITIBANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and Issuers (as defined in the Credit Agreement referred to below).
A. Reference is made to the Five-Year Revolving Credit Agreement dated as of October 2, 2007 (as amended from time to time, the “Credit Agreement”), among Alcoa, the Lenders and Issuers party thereto, Citibank, N.A. (“Citi”), as Administrative Agent for the Lenders and Issuers, and Barclays Bank PLC, as Syndication Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
C. Pursuant to Section 2.20(a) of the Credit Agreement, Alcoa has invited each of the Acceding Lenders, and each of the Acceding Lenders desires, to become a party to the Credit Agreement and to assume the obligations of a Lender thereunder. Each Acceding Lender is entering into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder.
Accordingly, the Acceding Lenders, Alcoa and the Administrative Agent agree as follows:
SECTION 1. Accession to the Credit Agreement. (a) Each Acceding Lender, as of the Effective Date, hereby accedes to the Credit Agreement and shall thereafter have the rights and obligations of a Lender thereunder with the same force and effect as if originally named therein as a Lender.
(b) The respective Commitment of each Acceding Lender shall equal the amount set forth opposite its signature hereto.
(c) The amount of each Acceding Lender’s Commitment hereby supplements Schedule 2.01(a) to the Credit Agreement.
SECTION 2. Representations and Warranties, Agreements of Acceding Lenders, etc. Each Acceding Lender (a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to become a Lender under the Credit Agreement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement independently and without reliance upon the Administrative Agent, any other Agent or any Lender; (c) confirms that it will independently and without reliance upon the Administrative Agent, any other Agent or any Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) agrees that it will perform, in accordance with the terms of the Credit Agreement, all the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender and (e) irrevocably appoints Citi as Administrative Agent under the Credit Agreement. Each Acceding Lender authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Credit Agreement, together with such actions and powers as are reasonably incidental thereto.
SECTION 3. Effectiveness. (a) This Agreement shall become effective as of July 28, 2008 (the “Effective Date”), subject to the Administrative Agent’s receipt of (i) counterparts of this Agreement duly executed on behalf of each of the Acceding Lenders and Alcoa and (ii) the documents required to be delivered by Alcoa under the penultimate sentence of Section 2.20 of the Credit Agreement.
(b) Upon the effectiveness of this Agreement, the Administrative Agent shall give prompt notice thereof to the Lenders.
SECTION 4. Foreign Lenders. If any Acceding Lender is organized under the laws of a jurisdiction outside the United States, it will provide, following the Effective Date, the forms specified in Section 2.18(g) of the Credit Agreement, at the times specified therein, duly completed and executed by such Acceding Lender.
SECTION 5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.
SECTION 6. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Severability. In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to each Acceding Lender shall be given to it at the address set forth under its signature hereto.
[Signature pages follow]
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IN WITNESS WHEREOF, the Acceding Lenders, Alcoa and the Administrative Agent have duly executed this Agreement as of the day and year first above written.
| Commitment: $50,000,000 |
US BANK, NATIONAL ASSOCIATION, | |||||
| by | /s/ Xxxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxx | |||||
| Title: | Assistant Vice President | |||||
| Address: | Xxxxxxx X. Xxxxxx | |||||
| Assistant Vice President, Corporate Banking | ||||||
| US Bank Tower | ||||||
| 000 Xxxxxx Xxxxxx, 8th Floor | ||||||
| ML CN-OH-W8 | ||||||
| Xxxxxxxxxx, XX 00000 | ||||||
| Tel.: | 000-000-0000 | |||||
| Fax: | 000-000-0000 | |||||
| Email: | xxxxxxx.xxxxxx@xxxxxx.xxx | |||||
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[SIGNATURE PAGE TO ALCOA ACCESSION AGREEMENT DATED AS OF JULY 28, 2008]
| Commitment: $50,000,000 |
SOCIETE GENERALE, | |||||
| by | /s/ Xxxx X.X. Xxxxxxx, Xx. | |||||
| Name: | Xxxx X.X. Xxxxxxx, Xx. | |||||
| Title: | Managing Director | |||||
| Address: | Xxxxxxxx Xxxxxxx | |||||
| Director | ||||||
| Societe Generale | ||||||
| 000 X. XxXxxxx Xxxxxx, Xxxxx 0000 | ||||||
| Xxxxxxx, XX 00000 | ||||||
| Tel.: | 000-000-0000 | |||||
| Fax: | 000-000-0000 | |||||
| Email: | xxxxxxxx.xxxxxxx@xxxxx.xxx | |||||
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[SIGNATURE PAGE TO ALCOA ACCESSION AGREEMENT DATED AS OF JULY 28, 2008]
| Commitment: $50,000,000 |
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, | |||||
| by | /s/ Xxxxx Xxxxx | |||||
| Name: | Xxxxx Xxxxx | |||||
| Title: | Authorized Signatory | |||||
| by | /s/ Xxxx Xxxxxxx | |||||
| Name: | Xxxx Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| Address: | Xxxxxx Xxxxxxx / Xxxxx Xxxxxxxx | |||||
| Bank of Ireland Corporate Banking | ||||||
| X0, Xxxx Xxxxxx | ||||||
| Xxxxx Xxxxxx Xxxxxx | ||||||
| Xxxxxx 0, Xxxxxxx | ||||||
| Tel.: | + 000 0 000 0000 / 4253 | |||||
| Fax: | + 000 0 000 0000 | |||||
| Email: | xxxxxx.xxxxxxx@xxxxxxx.xxx / | |||||
| xxxxx.xxxxxxxx@xxxxxxx.xxx | ||||||
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[SIGNATURE PAGE TO ALCOA ACCESSION AGREEMENT DATED AS OF JULY 28, 2008]
| ALCOA INC., | ||
| by | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Vice President and Treasurer | |
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[SIGNATURE PAGE TO ALCOA ACCESSION AGREEMENT DATED AS OF JULY 28, 2008]
| CITIBANK, N.A., as | ||
| Administrative Agent, | ||
| by | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | Vice President | |
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[SIGNATURE PAGE TO ALCOA ACCESSION AGREEMENT DATED AS OF JULY 28, 2008]
NOTICE OF PROSPECTIVE LENDERS’ COMMITMENTS
JULY 28, 2008
CITIBANK, N.A.,
as Administrative Agent under the
Credit Agreement referred to below
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Attention: Bank Loan Syndications
| Re: | Alcoa Inc. |
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of October 2, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Alcoa Inc. (“Alcoa”), the Lenders and Issuers party thereto, Citibank, N.A., as Administrative Agent for the Lenders and Issuers, and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.
Pursuant to Section 2.20(a) of the Credit Agreement, each of Alcoa and each of the Prospective Lenders named below hereby gives you notice that each such Prospective Lender extends a Commitment under the Credit Agreement in the amount indicated below opposite the name of such Prospective Lender (each an “Extended Commitment”), effective as of the Effective Date (as defined in the Accession Agreement dated as of July 28, 2008 among Alcoa, each of the Prospective Lenders named below and the Administrative Agent):
| Prospective Lender |
Extended Commitment |
|||
| US Bank, National Association |
$50,000,000 | |||
| Societe Generale |
$50,000,000 | |||
| The Governor and Company of the Bank of Ireland |
$50,000,000 |
The Extended Commitment of each of the above Prospective Lenders shall become effective as of the Effective Date, subject to the Administrative Agent’s receipt of (i) this Notice of Prospective Lenders’ Commitments duly executed on behalf of Alcoa and each of the above Prospective Lenders and (ii) the documents required to be delivered by Alcoa under the penultimate sentence of Section 2.20 of the Credit Agreement.
[Signature pages follow]
IN WITNESS WHEREOF, Alcoa and each of the Prospective Lenders named below have caused this Notice of Prospective Lenders’ Commitments to be executed by their respective authorized officers as of the day and year first above written.
| ALCOA INC. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Vice President and Treasurer | |
[Signature page to Notice of Prospective Lenders’ Commitments]
| US BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Assistant Vice President | |
[Signature page to Notice of Prospective Lenders’ Commitments]
| SOCIETE GENERALE | ||
| By: | /s/ Xxxx X.X. Xxxxxxx, Xx. | |
| Name: | Xxxx X.X. Xxxxxxx, Xx. | |
| Title: | Managing Director | |
[Signature page to Notice of Prospective Lenders’ Commitments]
| THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Authorized Signatory | |
[Signature page to Notice of Prospective Lenders’ Commitments]
NOTICE OF INCREASE IN COMMITMENT
JULY 28, 2008
CITIBANK, N.A.,
as Administrative Agent under the
Credit Agreement referred to below
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Attention: Bank Loan Syndications
| Re: | Alcoa Inc. |
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of October 2, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Alcoa Inc. (“Alcoa”), the Lenders and Issuers party thereto, Citibank, N.A., as Administrative Agent for the Lenders and Issuers, and Barclays Bank PLC, as Syndication Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.
Pursuant to Section 2.20(a) of the Credit Agreement, each of Alcoa and the Lender named below hereby gives you notice that such Lender causes its Commitment under the Credit Agreement to be increased in the amount indicated below (the “Increase”), effective as of the Effective Date (as defined below):
| Lender |
Increase in Commitment |
Commitment after the Increase | ||
| The Northern Trust Company |
$25,000,000 | $50,000,000 |
The Increase shall become effective as of July 28, 2008 (the “Effective Date”), subject to the Administrative Agent’s receipt of (i) this Notice of Increase in Commitment duly executed on behalf of Alcoa and The Northern Trust Company and (ii) the documents required to be delivered by Alcoa under the penultimate sentence of Section 2.20 of the Credit Agreement.
[Signature page follows]
IN WITNESS WHEREOF, Alcoa and The Northern Trust Company have caused this Notice of Increase in Commitment to be executed by their respective authorized officers as of the day and year first above written.
| ALCOA INC. | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Vice President and Treasurer | |
| THE NORTHERN TRUST COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Vice President | |
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