TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Pennsylvania
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), made and entered into as of the 31st day of October 2016 (the “Effective Date”), by and between ALCOA USA CORP. a corporation organized under the laws of Delaware (“Licensor”) and ALCOA INC., a corporation organized under the laws of Pennsylvania (“Licensee”).
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.
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”).
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.
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The Enterprise Funding Agreement (Restated), originally made on, and effective on and from, 18 September 2006, as amended, restated and novated with effect on and from 1 November 2016.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”).
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
AMENDED AND RESTATED CHARTER OF THE STRATEGIC COUNCILAmended and Restated Charter • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware
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.
PATENT, KNOW-HOW, AND TRADE SECRET LICENSE AGREEMENTPatent, Know-How, and Trade Secret License Agreement • November 4th, 2016 • Alcoa 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 31st day of October 2016 (the “Effective Date”), by and between ALCOA INC., a corporation organized under the laws of Pennsylvania (“Licensor”) and ALCOA USA CORP., a corporation organized under the laws of Delaware (“Licensee”).
ContractLetter Agreement • November 4th, 2016 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals
This letter, originally between Arconic Inc. (formerly known as Aluminum Company of America and then as Alcoa Inc.) (“Arconic”) and Alumina Limited (“Alumina”), dated May 16, 1995, (“Original Letter”) is amended, restated and novated with effect on and from November 1, 2016, between Alcoa Corporation (formerly known as Alcoa Upstream Corporation) (“Alcoa”) and Alumina, in accordance with the Framework Agreement between Arconic, Alcoa and Alumina, dated September 1, 2016 and the Assignment and Novation Agreement between Arconic, Alcoa, Alumina and the other parties thereto, dated as of November 1, 2016.
