EXTENSION REQUEST AND AMENDMENT LETTER June 5, 2015
EXHIBIT 10.1
EXTENSION REQUEST AND AMENDMENT LETTER
June 5, 2015
Citibank, N.A., as Administrative Agent
1615 Brett Road, Building #3
New Castle, Delaware 19720
Attention: Bank Loans Syndications Department
and to each Lender and Issuer under the Credit Agreement (as defined below)
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of July 25, 2014 (as the same may be amended, modified or supplemented from time to time, the “Credit Agreement”) among Alcoa Inc., a Pennsylvania corporation (“Alcoa”), the Lenders and Issuers party thereto, Citibank N.A., as Administrative Agent for the Lenders and Issuers, and JPMorgan Chase Bank, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.
Pursuant to Section 2.21 of the Credit Agreement, Alcoa hereby requests that the Initial Scheduled Maturity Date be extended to July 25, 2020 (the “First Extended Maturity Date”).
Alcoa agrees to pay each Lender that agrees to extend its Commitment to the First Extended Maturity Date an upfront fee in the amount of 0.05% of the amount of such extending Lender’s Commitment as of the date such Lender agrees to so extend its Commitment, such fee being earned, due and payable as of such date.
Alcoa also requests that the Credit Agreement be amended in accordance with Section 10.08 of the Credit Agreement as follows:
| (i) | inserting the following sentence at the end of the definition of “LIBO Rate”: “Notwithstanding the foregoing, if the LIBO Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.” |
| (ii) | inserting the following sentence at the end of the definition of “Federal Funds Rate”: “Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement.” |
| (iii) | deleting the words “agrees to Issue” in Section 2.22(a) of the Credit Agreement and replacing them with the following: “, in its sole discretion, may elect to Issue”. |
| (iv) | deleting the words “shall, on the requested date, Issue” in the first sentence of Section 2.22(d) of the Credit Agreement and replacing them with the following: “, in its sole discretion, may elect to Issue, on the requested date”. |
Alcoa hereby represents and warrants that the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects as of such earlier date) and that no Event of Default or Default has occurred and is continuing.
The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as expressly provided herein, this letter shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, or (ii) operate as a waiver or otherwise prejudice any right, power or remedy that the Administrative Agent, the Issuers or Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, except as specifically set forth herein. The Credit Agreement, together with this letter, shall be read and construed as a single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended hereby.
This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this letter by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter or the transactions contemplated hereby.
This letter shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
[Signature page follows]
| ALCOA INC. | ||
| By: | /s/ Peter Hong | |
| Name: | Peter Hong | |
| Title: | Vice President and Treasurer | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 11, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
CITIBANK, N.A.,
individually and as Administrative Agent, Lender
and Issuer
| By: | /s/ Michael Vondriska | |
| Name: | Michael Vondriska | |
| Title: | Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 29, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
JPMorgan Chase Bank, N.A.,
as a Lender and Issuer
| By: | /s/ Peter Predun | |
| Name: | Peter Predun | |
| Title: | Executive Director |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
BNP Paribas
as a Lender
| By: | /s/ Claudia Zarate | |
| Name: | Claudia Zarate | |
| Title: | Director | |
| By: | /s/ Nicolas Anberree | |
| Name: | Nicolas Anberree | |
| Title: | Vice President | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of July 1, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Credit Suisse AG, Cayman Islands Branch,
as a Lender
| By: | /s/ William O’Daly | |
| Name: | William O’Daly | |
| Title: | Authorized Signatory | |
| By: | /s/ Franziska Schoch | |
| Name: | Franziska Schoch | |
| Title: | Authorized Signatory | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
GOLDMAN SACHS BANK USA,
as a Lender
| By: | /s/ Rebecca Kratz | |
| Name: | Rebecca Kratz | |
| Title: | Authorized Signatory |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Morgan Stanley Bank, N.A.,
as a Lender
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 26, 2015:
We hereby agree to the amendments set forth herein and
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
ROYAL BANK OF CANADA,
as a Lender
| By: | /s/ Sinan Tarlan | |
| Name: | Sinan Tarlan | |
| Title: | Authorized Signatory |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 29, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
The Bank of Tokyo Mitsubishi UFJ,
as a Lender
| By: | /s/ Ravneet Mumick | |
| Name: | Ravneet Mumick | |
| Title: | Director |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Mizuho Bank, Ltd.
as a Lender
| By: | /s/ Donna DeMagistris | |
| Name: | Donna DeMagistris | |
| Title: | Authorized Signatory |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of July 6, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Australia and New Zealand Banking Group Limited,
as a Lender
| By: | /s/ Robert Grillo | |
| Name: | Robert Grillo | |
| Title: | Director |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 29, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
NEW YORK BRANCH
as a Lender
| By: | /s/ Verónica Incera | |
| Name: | Verónica Incera | |
| Title: | Managing Director | |
| By: | /s/ Anne Maureen Sarfati | |
| Name: | Anne Maureen Sarfati | |
| Title: | Vice President-Structured Finance North America | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 24, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
BANK OF AMERICA, N.A.,
as a Lender
| By: | /s/ Lindsay Kim | |
| Name: | Lindsay Kim | |
| Title: | Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
| By: | /s/ Virginia Cosenza | |
| Name: | Virginia Cosenza | |
| Title: | Vice President | |
| By: | /s/ Ming K. Chiu | |
| Name: | Ming K. Chiu | |
| Title: | Vice President | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of July 1, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Intesa Sanpaolo S.p.A. – New York Branch,
as a Lender and Issuer
| By: | /s/ William S. Denton | |
| Name: | William S. Denton | |
| Title: | Global Relationship Manager | |
| By: | /s/ Francesco Di Mario | |
| Name: | Francesco Di Mario | |
| Title: | F.V.P. & Head of Credit | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 26, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Sumitomo Mitsui Banking Corp.,
as a Lender
| By: | /s/ James D. Weinstein | |
| Name: | James D. Weinstein | |
| Title: | Managing Director |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
THE BANK OF NEW YORK MELLON,
as a Lender
| By: | /s/ William M. Feathers | |
| Name: | William M. Feathers | |
| Title: | Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 17, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
| By: | /s/ Kenneth Fieler | |
| Name: | Kenneth Fieler | |
| Title: | Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 24, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Westpac Banking Corporation,
as a Lender
| By: | /s/ Stuart Brown | |
| Name: | Stuart Brown | |
| Title: | Director |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
BANCO BRADESCO S.A., NEW YORK BRANCH,
as a Lender
| By: | /s/ Adrian A. G. Costa | |
| Name: | B-205 - Adrian A. G. Costa | |
| Title: | Manager | |
| By: | /s/ Mauro Lopes | |
| Name: | B-221 Mauro Lopes | |
| Title: | Manager | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 24, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Credit Agricole Corporate & Investment Bank,
as a Lender
| By: | /s/ Brad Matthews | |
| Name: | Brad Matthews | |
| Title: | Director | |
| By: | /s/ Gordon Yip | |
| Name: | Gordon Yip | |
| Title: | Director | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 23, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment of $90,000,000, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Industrial and Commercial Bank of China Limited, New York Branch,
as a Lender
| By: | /s/ Yuqiang Xiao | |
| Name: | Yuqiang Xiao | |
| Title: | General Manager |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment of $20,000,000, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Industrial and Commercial Bank of China Limited, New York Branch
as a Lender
| By: | /s/ Peitao Chen | |
| Name: | Peitao Chen | |
| Title: | Deputy General Manager |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Banco do Brasil S.A. acting through its New York Branch,
as a Lender
| By: | /s/ Reinaldo Lima | |
| Name: | Reinaldo Lima | |
| Title: | Deputy General Manager | |
| By: | /s/ Alexandre Alves de Souza | |
| Name: | Alexandre Alves de Souza | |
| Title: | General Manager | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Bank of China, New York Branch
as a Lender
| By: | /s/ Haifeng Xu | |
| Name: | Haifeng Xu | |
| Title: | Executive Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
China Merchants Bank Co., LTD., New York Branch
as a Lender
| By: | /s/ Yu (Richard) Zhang | |
| Name: | Yu (Richard) Zhang | |
| Title: | Head of Corporate Banking | |
| U.S. Group |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
PNC BANK, NATIONAL ASSOCIATION
as a Lender
| By: | /s/ David B. Gookin | |
| Name: | David B. Gookin | |
| Title: | Executive Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 24, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
SOCIETE GENERALE,
as a Lender
| By: | /s/ Linda Tam | |
| Name: | Linda Tam | |
| Title: | Director |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
Standard Chartered Bank,
as a Lender
| By: | /s/ Pramita Saha | |
| Name: | Pramita Saha | |
| Title: | Executive Director | |
| By: | /s/ Hsing H. Huang | |
| Name: | Hsing H. Huang | |
| Title: | Associate Director | |
| Standard Chartered Bank NY | ||
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 30th, 2015:
We hereby agree to the amendments set forth herein and
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
TD Bank, N.A.,
as a Lender
| By: | /s/ Shreya Shah | |
| Name: | Shreya Shah | |
| Title: | Senior Vice President |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 23, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date.
Riyad Bank Houston Agency
as a Lender
| By: | /s/ Michael Meiss | |
| Name: | Michael Meiss | |
| Title: | General Manager | |
| By: | /s/ Paul N. Travis | |
| Name: | Paul N. Travis | |
| Title: | Vice President and Head of Corporate Finance | |
[Alcoa Extension Request and Amendment Letter]
ACCEPTED AND AGREED
as of June 26, 2015:
We hereby agree (i) to the amendments set forth herein and (ii)
with respect to our Commitment, the Initial Scheduled Maturity
Date shall be extended to the First Extended Maturity Date
DBS Bank Ltd.,
as a Lender
| By: | /s/ Yeo How Ngee | |
| Name: | Yeo How Ngee | |
| Title: | Managing Director |
[Alcoa Extension Request and Amendment Letter]
