O N T E N T S. CLAUSE HEADING PAGE ------ ------- ---- 1. INTERPRETATION 1
O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 6 Section 6. Representations and Warranties 6 Section 7. Covenants 6 Section 8. Amendments, Etc. 6 Section 9. Notices, Etc. 6 Section 10. No Waiver; Remedies 7 Section 11. Expenses and Indemnification 7 Section 12. Right of Set-off 7 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 7 Section 14. Keepwell 8 Section 15. Severability 8 Section 16. Execution in Counterparts 9 Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 FIRST LIEN HOLDINGS GUARANTY FIRST LIEN HOLDINGS GUARANTY dated as of June 25, 2018 (this “Guaranty”) between Aleris Corporation, a Delaware corporation (“Holdings”), and Deutsche Bank AG New York Branch, as Collateral Agent. PRELIMINARY STATEMENT Aleris International, Inc., a Delaware corporation (the “Borrower”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Holdings, each Lender from time to time party thereto and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guaranty.
O N T E N T S. Section Page
O N T E N T S. CLAUSES TITLE 0 PURCHASE AGREEMENT 1 DEFINITIONS 2 SALE AND PURCHASE 3 CHANGES 4 PRICE 5 PRICE REVISION 6 PAYMENT TERMS 7 PLANT REPRESENTATIVES - INSPECTION 8 BUYER'S ACCEPTANCE 9 DELIVERY 10 EXCUSABLE DELAY 11 INEXCUSABLE DELAY 12 WARRANTIES AND SERVICE LIFE POLICY 13 PATENT AND COPYRIGHT INDEMNITY 14 TECHNICAL DATA AND SOFTWARE SERVICES 15 SELLER REPRESENTATIVES 16 TRAINING 17 VENDORS' PRODUCT SUPPORT 18 BUYER FURNISHED EQUIPMENT AND DATA C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 C O N T E N T S CLAUSES TITLE 19 ASSIGNMENT 20 DATA RETRIEVAL 21 TERMINATION FOR CERTAIN EVENTS 22 MISCELLANEOUS PROVISIONS C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 C O N T E N T S EXHIBITS EXHIBIT "A" A319-100 SPECIFICATION EXHIBIT "B" CHANGE ORDERS TO A319-100 STANDARD SPECIFICATION WITH NEO (SCNs) EXHIBIT "C" A320-200 SPECIFICATION EXHIBIT "D" CHANGE ORDERS TO A320-200 STANDARD SPECIFICATION WITH NEO (SCNs) EXHIBIT "E" A321-200 SPECIFICATION EXHIBIT "F" CHANGE ORDERS TO A321-200 STANDARD SPECIFICATION (SCNs) WITH NEO EXHIBIT "G-1" SCN FORM EXHIBIT "G-2" MSCN FORM EXHIBIT "H" SELLER SERVICE LIFE POLICY EXHIBIT "I" CERTIFICATE OF ACCEPTANCE EXHIBIT "J” A320 TECHNICAL DATA AND DOCUMENTATION EXHIBIT "K" AIRFRAME PRICE REVISION FORMULA EXHIBIT "L" CFM PROPULSION SYSTEMS PRICE REVISION FORMULA EXHIBIT "M" PW PROPULSION SYSTEMS PRICE REVISION FORMULA EXHIBIT “N” LICENSES AND ON LINE SERVICES EXHIBIT “O” MATERIAL SUPPLY AND SERVICES C.I.T. Leasing Corporation A320 NEO Family Purchase Agreement July 2011 P U R C H A S E A G R E E M E N T This Agreement is made as of July ____, 2011 between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), (hereinafter referred to as the "Seller") and
O N T E N T S. Paragraph
O N T E N T S. SECTION PAGE 1 Definitions 1 2 Scope of Agreement 5 3 Requirements and Specifications 9 4 Additional Legal Requirements 17 5 Facilities and Licenses 18 6 Make-Ready Work 20 7 Application Forms and Fees 21 8 Processing of Applications 24 9 Issuance of Licenses 25 10 Construction of Licensee’s Facilities 26 11 Use and Routine Maintenance of Licensee’s Facilities 28 12 Modification and Replacement of Licensee’s Facilities 30 13 Rearrangement of Facilities at Request of Another 30 14 Emergency Repairs and Pole Replacements 32 15 Inspection by AT&T of Licensee’s Facilities 32 16 Notice of Noncompliance 32 17 Unauthorized Occupancy or Utilization of AT&T’s Facilities 34 18 Removal of Licensee’s Facilities 35
O N T E N T S. EXHIBITS EXHIBIT A-1.A ADD A350-800 XWB AIRCRAFT EXHIBIT A-1.B A350-800 XWB STANDARD SPECIFICATION EXHIBIT A-2.A ADD A350-900 XWB AIRCRAFT EXHIBIT A-2.B A350-900 XWB STANDARD SPECIFICATION EXHIBIT A-3.A ADD A350-1000 XWB AIRCRAFT EXHIBIT A-3.B A350-1000 XWB STANDARD SPECIFICATION EXHIBIT B-1.A SCN FORM EXHIBIT B-1.B SCNs FOR A350-800 XWB EXHIBIT B-2 MSCN FORM EXHIBIT C SELLER SERVICE LIFE POLICY: ITEMS COVERED EXHIBIT D FORM OF CERTIFICATE OF ACCEPTANCE EXHIBIT E FORM OF BXXX OF SALE EXHIBIT F TECHNICAL DATA INDEX EXHIBIT G-1 SELLER PRICE REVISION FORMULA (2005) EXHIBIT G-2 SELLER PRICE REVISION FORMULA (2007) EXHIBIT H TERMS AND CONDITIONS FOR LICENSE FOR USE OF SOFTWARE USA — Amended and Restated Airbus A350 XWB Purchase Agreement vi EXECUTION PRIVILEGED AND CONFIDENTIAL A M E N D E D AND R E S T A T E D A I R B U S A350 XWB P U R C H A S E A G R E E M E N T This Agreement is made this 2nd day of October 2007 between AIRBUS S.A.S., organized and existing under the laws of the Republic of France, having its registered office located at 1, xxxx-xxxxx Xxxxxxx Xxxxxxxx 31700 Blagnac, France (hereinafter referred to as the “Seller”) and US Airways, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 100 Xxxx Xxx Xxxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000 (the “Buyer”).
O N T E N T S. PART I Basic Agreement
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