SUPPLEMENTAL INDENTURE
Exhibit 4.3
SUPPLEMENTAL INDENTURE
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.
W I T N E S S E T H :
WHEREAS the Issuer and the Company have heretofore executed and delivered to the Trustee an Indenture (the Indenture) dated as of September 27, 2016, providing for the issuance of 6.75% Senior Unsecured Notes due 2024 and 7.00% Senior Unsecured Notes due 2026 (collectively, the Notes);
WHEREAS the Indenture provides that under certain circumstances the Company and the Issuer are required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Issuers obligations under the Notes pursuant to Subsidiary Guarantees on the terms and conditions set forth herein and under the Indenture; and
WHEREAS pursuant to Section 9.1 of the Indenture, the Trustee, the Issuer, the Company and the New Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all the existing Guarantors, to unconditionally guarantee the Issuers obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes.
3. Limitation on obligations of Norwegian Guarantors. The obligations and liabilities of each New Guarantor incorporated in Norway in its capacity as New Guarantor (each a Norwegian Guarantor) under the Indenture, this Supplemental Indenture and the Notes shall be limited by such mandatory provisions of law applicable to such Norwegian Guarantor limiting the legal capacity or ability of such Norwegian Guarantor to grant and/or honour a guarantee thereunder (including, but not limited to, the provisions of Sections 8-7 to 8-10 (both inclusive) of the Norwegian Private Limited Liability Companies Act of 13 June 1997 No. 44, regulating unlawful financial assistance and other prohibited loans, guarantees and joint and several liability as well as providing of security), and the obligations and liability of each Norwegian Guarantor under Article 10 of the Indenture or under any other guarantee or indemnity contained in this Supplemental Indenture and the Notes shall only apply to the extent not so limited. Under no circumstances shall the obligations and liabilities of any Norwegian Guarantor cover the debt and/or other liabilities incurred in respect of the purchase of the shares in a Norwegian Guarantor or the shares in any of such Norwegian Guarantors holding companies.
4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Waiver of Jury Trial. EACH OF THE NEW GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.
9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ALCOA NEDERLAND HOLDING B.V. | ||||
By | /s/ Renato C.A. Bacchi | |||
Name: | Renato C.A. Bacchi | |||
Title: | Managing Director | |||
ALCOA CORPORATION | ||||
By | /s/ Renato C.A. Bacchi | |||
Name: | Renato C.A. Bacchi | |||
Title: | Treasurer | |||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
By | /s/ Teresa Petta | |||
Name: | Teresa Petta | |||
Title: | Vice President | |||
ALCOA ALLOWANCE MANAGEMENT, INC. | ||||
By | /s/ Renato C.A. Bacchi | |||
Name: | Renato C.A. Bacchi | |||
Title: | Treasurer | |||
ALCOA ALUMINIO S.A. | ||||
By | /s/ Otávio Augusto Rezende Carvalheira | |||
Name: | Otávio Augusto Rezende Carvalheira | |||
Title: | Chief Executive Officer | |||
ALCOA ASIA LIMITED | ||||
By | /s/ Renato C.A. Bacchi | |||
Name: | Renato C.A. Bacchi | |||
Title: | Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
ALCOA BUSINESS PARK LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA CANADA CO. | ||
By | /s/ Jean-Francois Cyr | |
Name: Jean-Francois Cyr | ||
Title: Vice President | ||
ALCOA CANADA HOLDING CO. | ||
By | /s/ Jean-Francois Cyr | |
Name: Jean-Francois Cyr | ||
Title: Vice President | ||
ALCOA DIMARC INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA DO BRASIL INDUSTRIA E COMERCIO LTDA. | ||
By | /s/ Otávio Augusto Rezende Carvalheira | |
Name: Otávio Augusto Rezende Carvalheira | ||
Title: Chief Executive Officer |
[Signature Page to Supplemental Indenture]
ALCOA ENERGY SERVICES, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Treasurer | ||
ALCOA EUROPEAN FINANCING LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA FUELS, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Treasurer | ||
ALCOA HOLLAND B.V. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Managing Director | ||
ALCOA IK SERVICES INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
ALCOA MATERIALS MANAGEMENT, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA NORWAY ANS | ||
By | /s/ Kai Rune Heggland | |
Name: Kai Rune Heggland | ||
Title: Chief Executive Officer | ||
ALCOA RECYCLING COMPANY, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA REMEDIATION MANAGEMENT LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA SOUTH CAROLINA, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
ALCOA TECHNICAL CENTER LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA TREASURY S.Á R.L | ||
By | /s/ Gerard Stassen | |
Name: Gerard Stassen | ||
Title: Manager | ||
ALCOA USA CORP. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
ALCOA USA HOLDING COMPANY | ||
By | /s/ Maria J. Young | |
Name: Maria J. Young | ||
Title: President and Treasurer | ||
ALCOA WARRICK LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
ALCOA WARRICK M&E, G.P. | ||||
By | /s/ Renato C.A. Bacchi | |||
Partner: | Alcoa DiMarc, Inc. | |||
Signatory: | Renato C.A. Bacchi | |||
By | /s/ Renato C.A. Bacchi | |||
Partner: | Reynolds Metals Company, LLC | |||
Signatory: | Renato C.A. Bacchi | |||
ALCOA WENATCHEE LLC | ||||
By | /s/ Renato C.A. Bacchi | |||
Name: | Renato C.A. Bacchi | |||
Title: | Vice President and Treasurer | |||
ALCOA-ALUMINERIE DE DESCHAMBAULT L.P. by its general partner, ALCOA-LAURALCO MANAGEMENT COMPANY | ||||
By | /s/ Jean-Francois Cyr | |||
Name: | Jean-Francois Cyr | |||
Title: | Vice President | |||
ALCOA-LAURALCO MANAGEMENT COMPANY | ||||
By | /s/ Jean-Francois Cyr | |||
Name: | Jean-Francois Cyr | |||
Title: | Vice President |
[Signature Page to Supplemental Indenture]
ALUMINERIE LAURALCO S.Á R.L | ||
By | /s/ Gerard Stassen | |
Name: Gerard Stassen | ||
Title: Manager | ||
BADIN BUSINESS PARK LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
COMPANHIA GERAL DE MINAS | ||
By | /s/ Otávio Augusto Rezende Carvalheira | |
Name: Otávio Augusto Rezende Carvalheira | ||
Title: Chief Executive Officer | ||
EASTALCO ALUMINUM COMPANY | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
INTALCO ALUMINUM LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
LAMAR QUEBEC COMPANY | ||
By | /s/ Jean-Francois Cyr | |
Name: Jean-Francois Cyr | ||
Title: Vice President | ||
LUXCOA S.Á R.L | ||
By | /s/ Gerard Stassen | |
Name: Gerard Stassen | ||
Title: Manager | ||
NORSK ALCOA AS | ||
By | /s/ Henrik Tveten | |
Name: Henrik Tveten | ||
Title: Chief Executive Officer | ||
NORSK ALCOA HOLDING AS | ||
By | /s/ Henrik Tveten | |
Name: Henrik Tveten | ||
Title: Chief Executive Officer | ||
NORTHWEST ALLOYS, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
PRESIDENTIAL DEVELOPMENT CORPORATION | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
RB SALES COMPANY, LIMITED | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
REYNOLDS METALS COMPANY LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
REYNOLDS METALS DEVELOPMENT COMPANY | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
REYNOLDS METALS EXPLORATION, INC. | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
RMC DELAWARE, LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer | ||
RMC PROPERTIES LLC | ||
By | /s/ Renato C.A. Bacchi | |
Name: Renato C.A. Bacchi | ||
Title: Vice President and Treasurer |
[Signature Page to Supplemental Indenture]
Annex A
New Guarantors
Alcoa Allowance Management, Inc.
Alcoa Aluminio S.A.
Alcoa Asia Limited
Alcoa Business Park LLC
Alcoa Canada Co.
Alcoa Canada Holding Co.
Alcoa DiMarc Inc.
Alcoa do Brasil Industria e Comercio Ltda.
Alcoa Energy Services, Inc.
Alcoa European Financing LLC
Alcoa Fuels, Inc.
Alcoa Holland B.V.
Alcoa IK Services Inc.
Alcoa Materials Management, Inc.
Alcoa Norway ANS
Alcoa Recycling Company, Inc.
Alcoa Remediation Management LLC
Alcoa South Carolina, Inc.
Alcoa Technical Center LLC
Alcoa Treasury S.à r.l
Alcoa USA Corp.
Alcoa USA Holding Company
Alcoa Warrick LLC
Alcoa Warrick M&E, G.P.
Alcoa Wenatchee LLC
Alcoa-Aluminerie de Deschambault L.P.
Alcoa-Lauralco Management Company
Aluminerie Lauralco S.à r.l
Badin Business Park LLC
Companhia Geral de Minas
Eastalco Aluminum Company
Intalco Aluminum LLC
Laqmar Quebec Company
Luxcoa S.à r.l
Norsk Alcoa AS
Norsk Alcoa Holding AS
Northwest Alloys, Inc.
Presidential Development Corporation
RB Sales Company, Limited Reynolds
Metals Company LLC Reynolds Metals
Development Company
Reynolds Metals Exploration, Inc.
RMC Delaware, LLC
RMC Properties LLC