US$7,000,000,000 FACILITY AGREEMENT Dated February 2008 for ORIENTAL PROSPECT PTE. LTD. as Borrower arranged by CHINA DEVELOPMENT BANK with CHINA DEVELOPMENT BANK acting as Agent and CHINA DEVELOPMENT BANK acting as Security AgentFacility Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining • England and Wales
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining
This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same agreement.
ContractNote • February 11th, 2008 • Aluminum Corp of China • Metal mining • England
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OR ANY OTHER COUNTRY AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OF REGULATION S UNDER THE SECURITIES ACT.
To: China Development Bank Copy: Aluminum Corporation of ChinaSenior Secured Term Loan Facility Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining
We refer to a USD7,000,000,000 senior secured term loan facility agreement between Shining Prospect Pte Ltd. (“Bidco”) and China Development Bank as amended, restated and supplemented from time to time (the “ Facility Agreement”).
SPONSOR UNDERTAKING dated February 2008 FROM ALUMINUM CORPORATION OF CHINA in favour of CHINA DEVELOPMENT BANK acting as AgentSponsor Undertaking • February 11th, 2008 • Aluminum Corp of China • Metal mining
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 11th, 2008 • Aluminum Corp of China • Metal mining
THIS MEMORANDUM OF UNDERSTANDING (this “Memorandum”) is dated the 30th day of January, 2008 between ALCOA INC. (referred to below as “Alcoa”) and ALUMINUM CORPORATION OF CHINA (referred to below as “Chinalco”).
DATED February 2008 CHINA DEVELOPMENT BANK AS FIRST AND SECOND RANKING AGENTS CHINA DEVELOPMENT BANK AS SECURITY AGENT THE LENDERS AND ORIENTAL PROSPECT PTE. LTD. and SHINING PROSPECT PTE. LTD. AS ORIGINAL OBLIGORSIntercreditor Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining
CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN CONTRACT (Carrying a Share Conversion Option)Foreign Exchange Loan Contract • February 11th, 2008 • Aluminum Corp of China • Metal mining
For the purpose of Chinalco’s overseas development project, the Borrower applies for a foreign exchange loan with the Lender, and the Lender agrees to extend the said loan. In accordance with relevant requirements of the laws and regulations of the state, and in observance of the principles of equality, voluntariness, fairness and good faith, the Lender and the Borrower hereby enter into this Contract upon mutual consultations and agreement:
CHINA DEVELOPMENT BANK FOREIGN EXCHANGE LOAN CONTRACTForeign Exchange Loan Contract • February 11th, 2008 • Aluminum Corp of China • Metal mining
For the purpose of its overseas development project, the Borrower applies for a foreign exchange loan with the Lender, and the Lender agrees to extend the said loan. In accordance with relevant requirements of the laws and regulations of the state, and in observance of the principles of equality, voluntariness, fairness and good faith, the Lender and the Borrower hereby enter into this Contract upon mutual consultations and agreement:
US$7,000,000,000 SENIOR SECURED FACILITY AGREEMENT dated 3 February 2008 for SHINING PROSPECT PTE. LTD. as Borrower arranged by CHINA DEVELOPMENT BANK with CHINA DEVELOPMENT BANK acting as Agent and CHINA DEVELOPMENT BANK acting as Security AgentSenior Secured Facility Agreement • February 11th, 2008 • Aluminum Corp of China • Metal mining • England and Wales
GUARANTEE CONTRACTGuarantee Contract • February 11th, 2008 • Aluminum Corp of China • Metal mining
In order to ensure that the Borrower, Oriental Prospect Pte. Ltd., perform its repayment obligations under the Master Contract (as defined below), the Guarantor is willing to provide a guarantee to the Agent for and on behalf of each Guarantee. The Agent and the Guarantor hereby enter into this contract (this “Contract”) upon mutual consultations and agreement:
