ASSET SALE AGREEMENTAsset Sale Agreement • April 30th, 2013 • Century Aluminum Co • Primary production of aluminum • New York
THIS ASSET SALE AGREEMENT is made and entered into this 28th day of April, 2013, by and between Alcan Primary Products Corporation, a corporation organized under the laws of the State of Texas, with offices at 8770 West Bryn Mawr Avenue, Chicago, Illinois 60631 (“Seller”), and Century Echo LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 2511 Garden Road, Building A, Suite 200, Monterey, California (“Purchaser”).
GUARANTEECentury Aluminum Co • April 30th, 2013 • Primary production of aluminum
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Alcan Primary Products Corporation, a corporation organized under the laws of the State of Texas (herein with its successors and assigns, called "Seller"), to enter into that certain Asset Sale Agreement, dated of even date herewith (the "Sale Agreement"), with Century Echo LLC, a limited liability company organized under the laws of the State of Delaware ("Purchaser"), the undersigned hereby absolutely and unconditionally guaranties to Seller the full and prompt payment and performance, when due, of those obligations of Purchaser to indemnify Seller under Section 9.02(e) of the Sale Agreement (collectively, the "Obligation").
