Alcoa Upstream Corp Sample Contracts

FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 3rd, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This Amended and Restated Indemnification Agreement (“Agreement”) is made as of August 1, 2017 and was originally effective as of November 1, 2016 (the “Effective Date”), by and between Alcoa Corporation, 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.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 13th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 201 by and between Alcoa Corporation, 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.

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AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 3rd, 2017 • Alcoa Corp • 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”).

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FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF [ ], 2016
Transition Services Agreement • August 12th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of [ ], 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”).

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016
Separation 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.

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RECITALS:
Revolving Credit Agreement • October 31st, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • New York

REVOLVING CREDIT AGREEMENT dated as of September 16, 2016, and amended as of October 26, 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.

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FORM OF TAX MATTERS AGREEMENT DATED AS OF [•], 2016 BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION
Tax Matters Agreement • September 29th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [•], 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”).

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STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016
Stockholder 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.

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ALCOA CORPORATION 12,958,767 Shares Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • April 28th, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • New York
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ALCOA CORPORATION AMENDED AND RESTATED GRANTOR TRUST AGREEMENT
Grantor Trust Agreement • February 26th, 2018 • Alcoa Corp • Primary production of aluminum • North Carolina

This Amended and Restated Grantor Trust Agreement (the “Trust Agreement”) is made effective October 24, 2017 and was originally effective on November 1, 2016 (the “Effective Date”), by and between ALCOA CORPORATION (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016
Employee 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”).

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INDENTURE among ALCOA NEDERLAND HOLDING B.V., ALCOA CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, dated as of March 24, 2021
Supplemental Indenture • March 24th, 2021 • Alcoa Corp • Primary production of aluminum • New York

INDENTURE dated as of March 24, 2021, among ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Issuer”), ALCOA CORPORATION (the “Company”), a Delaware corporation, the SUBSIDIARY GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee.

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AMENDED AND RESTATED CHARTER OF THE STRATEGIC COUNCIL
Formation Agreement • September 13th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • Delaware
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Enterprise Funding Agreement (Restated) Alcoa Corporation Alumina Limited Alcoa Australian Holdings Pty Ltd Alcoa of Australia Limited Enterprise Funding Partnership
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.

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PROJECT ELEVATION – PRIMARY ALUMINUM LTA MASTER AGREEMENT FOR THE SUPPLY OF PRIMARY ALUMINUM
Master Agreement • 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”).

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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, 2016
Indenture • September 29th, 2016 • Alcoa Upstream Corp • 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.

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PURCHASE AGREEMENT by and between KAISER ALUMINUM CORPORATION and ALCOA CORPORATION Dated as of November 30, 2020
Purchase Agreement • April 6th, 2021 • Alcoa Corp • Primary production of aluminum • Delaware

This Purchase Agreement, dated as of November 30, 2020 (this “Agreement”), is made and entered into by and between Kaiser Aluminum Corporation, a Delaware corporation (“Buyer”), and Alcoa Corporation, a Delaware corporation (“Seller”). Buyer and Seller are sometimes referred to in this Agreement together as the “Parties” or individually as a “Party”. Capitalized terms used but not defined in this Agreement are defined in Annex A.

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SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 21, 2018 (this “Amendment”), among ALCOA CORPORATION, a Delaware corporation (“Holdings”), ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid...
Restatement Agreement • November 26th, 2018 • Alcoa Corp • Primary production of aluminum • New York

REVOLVING CREDIT AGREEMENT dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017, and as amended and restated as of November 21, 2018 (as the same may be amended, modified or supplemented from time to time, the “Agreement”), among ALCOA 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.

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AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • January 18th, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals

THIS AMENDMENT NO. 1 TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is made as of December 13, 2016, by and between Arconic Inc., formerly known as Alcoa Inc. (“Parent”) and Alcoa Corporation, formerly known as Alcoa Upstream Corporation (“UpstreamCo”).

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Amendment and restatement of the Aluminium Project Framework Shareholders Agreement between SAUDI ARABIAN MINING COMPANY (MA'ADEN) and ALCOA INC (ALCOA)
Amendment and Restatement Agreement • July 31st, 2019 • Alcoa Corp • Primary production of aluminum

THIS AMENDMENT AND RESTATEMENT AGREEMENT (hereinafter referred to as the "Agreement"), is made and entered into on [ ] in the Hejerian calendar, corresponding to the [ ] day of [ ] [ ] in the Gregorian calendar, by and between:

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EXECUTIVE SEVERANCE AGREEMENT
Release Agreement • January 18th, 2017 • Alcoa Corp • Rolling drawing & extruding of nonferrous metals • Delaware

By this Executive Severance Agreement dated and effective as of (the “Agreement”), Alcoa Corporation (the “Company”), and (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

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Alumina Refinery Agreement Act 1961
Agreement • September 1st, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals

An Act to approve and ratify an agreement entered into by the State with respect to the establishment of a refinery to produce alumina, and to provide for carrying the agreement into effect and for incidental and other purposes.

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Alumina Refinery (Wagerup) Agreement and Acts Amendment Act 1978
1987 Variation Agreement • September 1st, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals

An Act to ratify an Agreement between the State of Western Australia and Alcoa of Australia Limited for the purpose of the establishment of an alumina refinery at Wagerup, to amend the Alumina Refinery Agreement Act 1961, and the Alumina Refinery (Pinjarra) Agreement Act 1969, and for related purposes.

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Contract
Alcoa Corp • October 31st, 2019 • Primary production of aluminum • New York

AMENDMENT NO. 1 dated as of August 16, 2019 (this “Agreement”) to the Revolving Credit Agreement dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017 and as amended and restated as of November 21, 2018 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among ALCOA 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 several banks and other financial institutions or entities from time to time party as Lenders and Issuers thereto and JPMorgan Chase Bank, N.A. (the “Administrative Agent”) and the Guarantee Agreement dated as of November 1, 2016 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Guarantee Agreement”), among Holdings, the Borrower, the subsidiaries of Holdi

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AMENDED AND RESTATED CHARTER OF THE STRATEGIC COUNCIL
Alcoa Upstream Corp • September 1st, 2016 • 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 Alcoa Inc. dated September 1, 2016.

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FORM OF PATENT, KNOW-HOW, AND TRADE SECRET LICENSE AGREEMENT
And Trade Secret License Agreement • August 12th, 2016 • Alcoa Upstream 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 day of 2016 (the “Effective Date”), by and between ARCONIC INC., a corporation organized under the laws of Pennsylvania (“Licensor”) and ALCOA USA CORP., a corporation organized under the laws of Delaware (“Licensee”).

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INDENTURE among ALCOA NEDERLAND HOLDING B.V., ALCOA CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, dated as of March 21, 2024
Supplemental Indenture • March 21st, 2024 • Alcoa Corp • Primary production of aluminum • New York

INDENTURE dated as of March 21, 2024, among ALCOA NEDERLAND HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of the Netherlands (the “Issuer”), ALCOA CORPORATION (the “Company”), a Delaware corporation, the SUBSIDIARY GUARANTORS party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee.

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF OCTOBER 31, 2016
Transition 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”).

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SUPPLEMENTAL INDENTURE
Supplemental 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.

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AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • October 31st, 2019 • Alcoa Corp • Primary production of aluminum • Delaware

By this Amended and Restated Executive Severance Agreement dated and effective as of July 30, 2019 (the “Agreement”), Alcoa Corporation (the “Company”), and [NAME], who has been designated as an officer of the Company by the Company’s Board of Directors (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • February 23rd, 2023 • Alcoa Corp • Primary production of aluminum

WHEREAS, the Company and Executive executed an Amended and Restated Executive Severance Agreement dated and effective as of July 30, 2019 (the “Agreement”);

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AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • October 31st, 2019 • Alcoa Corp • Primary production of aluminum • Delaware

By this Amended and Restated Executive Severance Agreement dated and effective as of July 30, 2019 (the “Agreement”), Alcoa Corporation (the “Company”), and [NAME], who has been designated as an officer of the Company by the Company’s Board of Directors (the “Board”) (“Executive”), intending to be legally bound, and for good and valuable consideration, agree as follows:

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Contract
Alcoa Corp • March 4th, 2021 • Primary production of aluminum • New York

AMENDMENT NO. 4 dated as of March 4, 2021 (this “Agreement”) to the Revolving Credit Agreement dated as of September 16, 2016, as amended as of October 26, 2016, as amended and restated as of November 14, 2017 and as amended and restated as of November 21, 2018, as amended as of August 16, 2019, as amended as of April 21, 2020 and as amended as of June 24, 2020 (as further amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among ALCOA 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 several banks and other financial institutions or entities from time to time party as Lenders and Issuers thereto and JPMorgan Chase Bank, N.A. (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement, exc

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Amendment and Restatement Deed dated 26 June 2019 relating to the Aluminium Project Framework Shareholders' Agreement originally dated 20 December 2009 (as amended and/or restated and/or novated from time to time) between SAUDI ARABIAN MINING COMPANY...
Project Framework Shareholders' Agreement • July 31st, 2019 • Alcoa Corp • Primary production of aluminum • England and Wales

THIS AMENDMENT AND RESTATEMENT DEED (hereinafter referred to as "this Deed"), is made and entered into on 23/10/1440 in the Hejerian calendar, corresponding to the 26th day of June, 2019 in the Gregorian calendar, by and between:

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THIS LEASE IS NOT TO BE RECORDED] FORM OF MASSENA LAND LEASE AGREEMENT by and between Alcoa Inc., Lessor and Alcoa USA Corp., Lessee Dated [ ], 2016
Massena Land Lease Agreement • August 12th, 2016 • Alcoa Upstream Corp • Rolling drawing & extruding of nonferrous metals • New York

This MASSENA LAND LEASE AGREEMENT (“Land Lease”) is made as of , 2016, by and between Alcoa Inc., a Pennsylvania corporation, (“Lessor”), and Alcoa USA Corp., a Delaware corporation (“Lessee,” each of the Lessor and Lessee, and their respective successors and permitted assigns of this Land Lease being referred to herein as a “Party,” and collectively, the “Parties”).

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