{"id":43505,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-alcoa.html","title":{"rendered":"Purchase Agreement – Alcoa"},"content":{"rendered":"

PURCHASE AGREEMENT <\/strong><\/p>\n

THIS PURCHASE AGREEMENT <\/strong>(this “Agreement<\/strong>“)
\nis made as of this 30th day of March, 2010, by and between:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

Alcoa Inc.<\/strong><\/p>\n

, a corporation incorporated in the Commonwealth of Pennsylvania, United
\nStates of America, with a mailing address of 390 Park Avenue, New York, NY
\n10022, U.S.A. (“Alcoa<\/strong>“); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

Aluminum Financing Limited<\/strong><\/p>\n

, a corporation incorporated in the British Virgin Islands with a mailing
\naddress of c\/o Trident Chambers, P.O. Box 146, Road Town, Tortola, British
\nVirgin Islands (“Investor<\/strong>“); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

Abdullah Abunayyan Trading Corp.<\/strong><\/p>\n

, a corporation organized under the laws of Saudi Arabia, whose principal
\nplace of business is at Abunayyan Headquarters Building, 8915 King Abdulaziz
\nRoad, Al Wizarat District, P.O. Box 321, Riyadh 11411, Kingdom of Saudi Arabia
\n(“Guarantor<\/strong>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each of Alcoa, Investor and Guarantor may be called a
\n“Party<\/strong>“, or collectively, the “Parties<\/strong>“.<\/p>\n

WHEREAS<\/strong>, Alcoa and Investor are parties to that Closing
\nMemorandum, dated December 20, 2009 (the “Memorandum<\/strong>“),
\ncovering their planned establishment, formation and financing of several special
\npurpose vehicles (the “SPVs<\/strong>“) which would invest in a joint
\nventure with Saudi Arabian Mining Company (Ma’aden)
\n(“Ma’aden<\/strong>“);<\/p>\n

WHEREAS<\/strong>, Alcoa and Guarantor are parties to reciprocal
\nparent guarantees, dated 20th<\/sup> December 2009, under which Alcoa
\nguaranteed certain of its obligations under the Memorandum and Guarantor
\nguaranteed certain obligations of Investor under the Memorandum (the
\n“Guarantees<\/strong>“, and together with the Memorandum, the
\n“Relevant Agreements<\/strong>“); and<\/p>\n

WHEREAS<\/strong>, due to changes in the circumstances surrounding the
\nplanned formation of the SPVs and participation in the joint venture with
\nMa’aden, Alcoa is willing to purchase, and Investor is willing to sell all of
\nits right, title and interest in the planned SPVs as contemplated under the
\nMemorandum and all arrangements contemplated thereunder, the Parties will
\nsimultaneously terminate the Relevant Agreements on the terms and conditions of
\nthis Agreement.<\/p>\n

NOW THEREFORE<\/strong>, in consideration of the premises and of the
\nmutual agreements hereinafter set forth and the mutual benefits to be derived
\ntherefrom and other good and valuable consideration, the receipt and sufficiency
\nof which are hereby acknowledged, and in reliance upon the aforementioned
\nrecitals of fact, the Parties, intending to be legally bound, hereby mutually
\nagree as follows:<\/p>\n<\/p>\n\n\n\n
1.<\/strong><\/td>\nDefinitions<\/u><\/strong><\/p>\n

. Except as otherwise set forth in this Agreement, all capitalized terms have
\nthe meaning given to such in the Memorandum and\/or the JV Shareholders Agreement
\n(as defined in the Memorandum).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
2.<\/strong><\/td>\nSale and Purchase. <\/u><\/strong><\/p>\n

Upon payment by Alcoa (and receipt by the Investor) of the sum of Sixty
\nMillion U.S. Dollars (USD 60,000,000) (the “Purchase Price<\/strong>“) in
\naccordance with Clause 3 (Payment of Purchase Price) of this Agreement, Alcoa
\nwill acquire, and Investor will sell all right, title and interest in and to its
\nparticipation in the SPVs and in the joint venture with Ma’aden, and all rights
\nand obligations of the Parties and their Affiliates (including, without
\nlimitation, their respective parents, subsidiaries, assigns, transferees,
\nrepresentatives, principals, officers, directors, shareholders, partners,
\nagents, attorneys, employees and all persons acting by, through or in concert
\nwith them) under the Relevant Agreements (including, without limitation, the
\nAgreed Form Note Purchase Agreements and the Agreed Form Shareholders Agreements
\nin respect of each of the SPV Companies, the Agreed Form Parent Company
\nGuarantee given by the Guarantor and the Agreed Form Parent Company Guarantee
\ngiven by Alcoa, and all rights and obligations in respect of Royalties and
\nCompletion Guarantees) will terminate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.<\/strong><\/td>\nPayment of Purchase Price<\/u><\/strong><\/p>\n

. The Purchase Price shall be paid, forthwith upon the execution of this
\nAgreement, in full and without deduction or set-off in any amount by electronic
\nfunds transfer in United States Dollars and in immediately available funds to
\nthe bank account, details of which are set out in Clause 3(b) below (the
\n“Nominated Account<\/strong>“).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(a)<\/strong><\/td>\n\n

Alcoa shall send a copy of the transfer instruction by facsimile to: Aluminum
\nFinancing Limited, c\/o Mr Mohammed A. Abunayyan, Sole Director (+966
\n(1) 479-3312) within four (4) hours of issuance of the transfer instruction to
\nits bankers.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(b)<\/strong><\/td>\n\n

The receipt by the Investor of the full Purchase Price in the Nominated
\nAccount shall constitute proper discharge of Alcoa’s obligation to pay the
\nPurchase Price:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Account Name:<\/p>\n<\/td>\n

<\/td>\n\n

A. Abunayyan Trading Corp.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Bank Name:<\/p>\n<\/td>\n

<\/td>\n\n

Arab National Bank<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

P.O. Box 56921<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Riyadh 11564<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Kingdom of Saudi Arabia<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Currency:<\/p>\n<\/td>\n

<\/td>\n\n

United States Dollars (USD)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SWIFT Code:<\/p>\n<\/td>\n

<\/td>\n\n

ARNBSARI<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Account Number:<\/p>\n<\/td>\n

<\/td>\n\n

6708051753360016<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

IBAN:<\/p>\n<\/td>\n

<\/td>\n\n

SA3830406708051753360016<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 2 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n(c)<\/strong><\/td>\n\n

Payment of the Purchase Price by Alcoa shall be made free of any deduction,
\nwithholding or retention of or for taxes, bank fees charged by Alcoa’s bankers,
\ncosts of electronic funds transfer or any other fees or charges. For the
\navoidance of doubt, Investor shall be solely responsible for beneficiary’s
\nbank’s fees and charges and for any taxes imposed or levied by any Saudi Arabian
\ntaxing authority and Alcoa shall be solely responsible for the sending bank’s
\nfees and charges and for any taxes imposed or levied by any non-Saudi Arabian
\ntaxing authority. If any such taxes are imposed or levied by any non-Saudi
\ntaxing authority, the Investor will, at the cost and expense of Alcoa, cooperate
\nin good faith to take such reasonable action and to provide the relevant taxing
\nauthority with such documentation as to allow the refund of any such taxes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
4.<\/strong><\/td>\nRelease<\/u><\/strong><\/p>\n

. Upon payment by Alcoa (and receipt by the Investor) of the Purchase Price,
\nexcept with respect to the obligations of Alcoa, Investor and Guarantor under
\nthis Agreement, Alcoa, Investor and Guarantor each, on behalf of itself and its
\nAffiliates and anyone claiming through them, do hereby absolutely,
\nunconditionally and irrevocably waive, release and discharge each other (and
\ntheir respective parents, subsidiaries, assigns, transferees, representatives,
\nprincipals, officers, directors, shareholders, partners, agents, attorneys,
\nemployees and all persons acting by, through or in concert with them) from any
\nand all manner or right, action, cause of action, suit, lien, damage, claim or
\ndemand of whatever kind and nature, known and unknown, accrued and not yet
\naccrued, fixed or contingent, foreseen and unforeseen, whether in law or equity,
\nthat such Party or its Affiliates (and their respective parents, subsidiaries,
\nassigns, transferees, representatives, principals, officers, directors,
\nshareholders, partners, agents, attorneys, employees and all persons acting by,
\nthrough or in concert with them) may now have or hereafter obtain relating to or
\narising out of the Relevant Agreements (the “Released
\nClaims<\/strong>“). In connection with their waiver and relinquishments set forth
\nin this Clause 4 (Release), Alcoa, Investor and Guarantor acknowledge that they
\nare aware that they may hereafter discover claims or facts in addition to or
\ndifferent from those which they now know or believe to exist with respect to the
\nsubject matter of this Agreement, but it is their intention to fully, finally
\nand forever settle and release all of the disputes and differences known or
\nunknown, suspected or unsuspected, which do not exist, may exist in the future
\nor have ever existed with one another, and as such agree that this Agreement and
\nits terms, including the releases, waivers and discharges contained herein,
\nshall be and remain effective in all respects notwithstanding such additional or
\ndifferent facts or the discovery thereof, provided that this clause does not
\nlimit the liability of a Party in respect of fraudulent misrepresentation or
\nwilful misconduct. For the avoidance of doubt, the waiver, release and discharge
\ncontained in this Clause 4 (Release) does not waive, release or discharge claims
\nfor indemnification under this Agreement or for breach of this Agreement by a
\nParty.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.<\/strong><\/td>\n\n

Agreement not to Sue<\/u><\/strong>. Upon payment by
\nAlcoa (and receipt by the Investor) of the Purchase Price, each Party, on behalf
\nof itself and its respective Affiliates, parents, subsidiaries, assigns,
\ntransferees, representatives, principals, officers, directors,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 3 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

shareholders, partners, agents, attorneys, employees and all persons acting
\nby, through or in concert with them, agrees not to file or cause to be filed
\nagainst the other Party and\/or its respective Affiliates, parents, subsidiaries,
\nassigns, transferees, representatives, principals, officers, directors,
\nshareholders, partners, agents, attorneys, employees and all persons acting by,
\nthrough or in concert with them before any board, arbitrator, any court of law
\nor any administrative agency within the Kingdom of Saudi Arabia, the United
\nKingdom, the United States or elsewhere, any charge, complaint or action arising
\nout of or relating to any of the Released Claims. Each Party shall indemnify the
\nother Party and its respective Affiliates, parents, subsidiaries, assigns,
\ntransferees, representatives, principals, officers, directors, shareholders,
\npartners, agents, attorneys, employees and all persons acting by, through or in
\nconcert with them, against all costs and damages (including legal expenses)
\nincurred in any future actions, claims or proceedings which are brought in
\nbreach of this Clause 5 (Agreement not to Sue).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
6.<\/strong><\/td>\nConfidentiality<\/u><\/strong><\/p>\n

. Without prejudice to the Parties’ rights and obligations under Clause 8
\n(Announcements) of this Agreement, each Party will:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(a)<\/strong><\/td>\n\n

ensure that any confidential information regarding the Project or any other
\nParty which it learned in the course of negotiations for, or carrying out of the
\nRelevant Agreements or this Agreement, is treated by it in strict confidence;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(b)<\/strong><\/td>\n\n

only disclose such information to its directors, officers, employees,
\nprofessional advisers or consultants, or to any bank or financial institution
\nfrom whom the Party is seeking finance, to the extent that such disclosure is
\nnecessary;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(c)<\/strong><\/td>\n\n

not make use of such information for purposes other than the implementation
\nof the Parties’ obligations hereunder unless such information:
\n(i)<\/strong> is known to such Party prior to learning of it from the
\nother; (ii)<\/strong> is obtained by such Party from a source other than
\nthe disclosing Party, which source (A)<\/strong> did not require such
\nParty to hold such secrets or information in confidence and
\n(B)<\/strong> did not limit or restrict such Party’s use thereof;
\n(iii)<\/strong> becomes public knowledge other than through the fault of
\nsuch Party; (iv)<\/strong> is required to be disclosed by any competent
\nlegal or regulatory authority; (v)<\/strong> is required to be disclosed
\nby any internationally recognized stock exchange, provided that in any such case
\nthe disclosing Party shall provide prompt written notice to the other Party
\nprior to making such disclosure and provide details of the proposed form, nature
\nand purpose of such disclosure so that the other Party may seek a protective
\norder or other appropriate remedy or waive compliance with the provisions of
\nthis clause; (vi)<\/strong> is independently developed by such Party;
\n(vii)<\/strong> is permitted to be used or disclosed pursuant to the
\nterms of a separate agreement between the disclosing Party and the other Party,
\nin which case such use or disclosure shall be governed by the terms of the
\nrelevant agreement; or (viii)<\/strong> is used, only insofar as is
\nnecessary, to implement and enforce any of the terms of this Agreement; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 4 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n(d)<\/strong><\/td>\n\n

impose on its professional advisers or consultants, or any bank or financial
\ninstitution from whom the Party is seeking finance, an equivalent obligation of
\nconfidentiality and shall obtain an undertaking of strict confidentiality from
\nsuch professional advisers or consultants, or financial institution from whom
\nthe Party is seeking finance, on the terms set out in this Section 6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
7.<\/strong><\/td>\nMutual Representations and Warranties<\/u><\/strong><\/p>\n

. Each Party represents and warrants to the other that:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(a)<\/strong><\/td>\n\n

it has the power and authority to execute, deliver and perform this Agreement
\n(including as to any obligation to procure the performance of any Affiliate),
\nand all necessary corporate and other action has been taken to authorize the
\nexecution, delivery and performance of this Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(b)<\/strong><\/td>\n\n

its officers or directors have the power and authority to act on its behalf
\nin entering into this Agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(c)<\/strong><\/td>\n\n

this Agreement has been duly executed and constitutes a valid, legal and
\nbinding obligation of such party enforceable in accordance with its terms;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(d)<\/strong><\/td>\n\n

no part of the Purchase Price received under this Agreement will be paid,
\ndirectly or indirectly, to a government official for the purpose of:
\n(i)<\/strong> influencing any act or decision of a government official in
\nits official capacity, including the failure to perform an official function, in
\norder to assist itself or any other person in obtaining or retaining business,
\nor directing business to any third party; (ii)<\/strong> securing an
\nimproper advantage; (iii)<\/strong> inducing a government official to use
\nits influence to affect or influence any act or decision of a governmental
\nauthority in order to assist itself or any other person in obtaining or
\nretaining business, or directing business to any third party; or
\n(iv)<\/strong> providing an unlawful personal gain or benefit, of
\nfinancial or other value, to a government official; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(e)<\/strong><\/td>\n\n

no consent, authorisation, license, permit, registration or approval of, or
\nexemption or other action by, any governmental authority or any other person is
\nrequired in connection with its execution, delivery and performance of this
\nAgreement, or if any such consent is required, it has satisfied the applicable
\nrequirements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
8.<\/strong><\/td>\n\n

Announcements<\/u><\/strong>. Any governmental filing
\n(including United States Securities and Exchange Commission Form 8-K, Form 10-K
\nand Form 10-Q), news release, public announcement or media announcement proposed
\nto be released by a Party in connection with this Agreement (collectively,
\n“Announcements<\/strong>“), whether directly or indirectly, shall be
\nsubject to the prior written consent of the other Parties, which consent shall
\nnot be unreasonably withheld. No Announcement shall be made unless it is in the
\nform approved by the Parties in writing. A copy of Alcoa’s Form 8-K concerning
\nthis Agreement and the Amendment of the JV Shareholders Agreement with Ma’aden
\nhas been approved by Investor and Guarantor. The Parties agree not to
\ncommunicate with third parties in a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 5 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

manner inconsistent with, or in a manner that discloses additional
\ninformation of substance to, the agreed Announcements, the intention being that
\nthe spirit and meaning of the message conveyed by the agreed Announcements will
\nbe faithfully conveyed. For the avoidance of doubt, any Announcement made
\npursuant to a mandatory filing requirement or other mandatory requirement shall
\nbe subject to the terms of this Clause 8 (Announcements) and shall in no event
\nbe construed as an exception to the requirement for prior approval from the
\nother Parties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
9.<\/strong><\/td>\nProper Law<\/u><\/strong><\/p>\n

. This Agreement, the relationship of the Parties connected with it and any
\ndispute arising out of or in connection with it or its subject matter or
\nformation (including non-contractual disputes or claims) shall be governed by,
\ninterpreted and enforced in accordance with the laws of England and Wales
\nwithout giving effect to principles of conflicts of law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
10.<\/strong><\/td>\nJurisdiction<\/u><\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(a)<\/strong><\/td>\n\n

All disputes arising out of or in connection with the Agreement shall be, if
\nrequested by any Party, referred to and finally settled by arbitration under the
\nRules of London Court of International Arbitration as amended or substituted
\nfrom time to time (the “LCIA Rules<\/strong>“), which LCIA Rules are
\ndeemed to be incorporated into this Agreement. Arbitration shall be the
\nexclusive method for resolution of the dispute and the determination of the
\narbitrators shall be final and binding. The Parties agree that they will give
\nconclusive effect to the arbitrators’ determination and award and that judgment
\nthereon may be entered and enforced by any court of appropriate jurisdiction.
\nThe tribunal shall consist of three (3) arbitrators, one of whom shall be
\nappointed by Alcoa, the second of whom shall be appointed jointly by the
\nInvestor and the Guarantor and the third of whom, who shall act as chairman,
\nshall be jointly nominated by the two arbitrators nominated by the Parties.
\nFailing agreement as to the identity of the third arbitrator within five
\n(5) business days of the two arbitrators nominated by the Parties being required
\nto do so by the Parties, such third arbitrator shall be nominated by the London
\nCourt of International Arbitration in accordance with the LCIA Rules. The place
\nof arbitration shall be London, England. The language to be used in the
\narbitration shall be English, and any documents or portions of them presented at
\nsuch arbitration in a language other than English shall be accompanied by an
\nEnglish translation thereof. The arbitrators shall decide such dispute in
\naccordance with the substantive laws of England applicable hereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(b)<\/strong><\/td>\n\n

It is expressly agreed that the right to appeal on a point of
\nlaw to the High Court of England and Wales or to apply to such court for the
\ndetermination of a preliminary point of law is excluded. The parties to the
\narbitration may, however, make an application to any court having jurisdiction
\nfor interim relief, for registration of the award, for judgment on the award to
\nbe entered and\/or for enforcement of the award, including enforcement of any
\naward granting interlocutory relief, against<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 6 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

another party to the arbitration, and for the obtaining of evidence (whether
\nby discovery of documents, interrogatories, affidavits or testimony of witnesses
\nor whatever) which the arbitrator directs shall be admitted in the actual
\nproceedings.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(c)<\/strong><\/td>\n\n

It is the Parties’ mutual and express intent that this arbitration provision
\nbe interpreted broadly to cover any and all disputes between them arising out of
\nor in relation to this Agreement or its performance, negotiation, or
\ntermination, whether the dispute is contractual, quasi-contractual, under any
\napplicable statute, tortious (including, without limitation, claims of fraud or
\nmisrepresentation) or otherwise. If there is any ambiguity or uncertainty as to
\nwhether a particular dispute is subject to this arbitration provision, it is to
\nbe resolved in favour of this arbitration provision applying to the dispute. The
\nParties expressly desire that any arbitral body or judicial body interpreting
\nthis provision give it full, broad and complete effect to the maximum extent
\npermitted by law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(d)<\/strong><\/td>\n\n

The Parties irrevocably appoint the entities listed below as their respective
\nagents to receive on their behalf in England or Wales service of any proceedings
\nunder this Clause 10 (Jurisdiction). Such service shall be deemed completed on
\ndelivery to such agent (whether or not it is forwarded to and received by the
\nParty) and shall be valid until such time as all other Parties have received
\nprior written notice that such agent has ceased to act as agent. If for any
\nreason such agent ceases to be able to act as agent or no longer has an address
\nin England or Wales, the Party shall forthwith appoint a substitute and deliver
\nto the other Parties the new agent’s name and address within England and Wales.
\nThe relevant agents are:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

For Investor and Guarantor – Clyde & Co LLP of 1 Stoke Road, Guildford,
\nSurrey GU1 4HW; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

\n

For Alcoa : Pinsent Masons, 1 Park Row, Leeds LS1 5AB, United Kingdom.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(e)<\/strong><\/td>\n\n

Each Party irrevocably consents to any process in any legal action or
\nproceedings under Clause 10 (Jurisdiction) of this Agreement being served on it
\nin accordance with the provisions of this Agreement relating to service of
\nnotices. Nothing contained in this Agreement shall affect the right to serve
\nprocess in any other manner permitted by law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(f)<\/strong><\/td>\n\n

Each Party acknowledges, agrees and represents that the provisions contained
\nin Clause 9 (Proper Law) and Clause 10 (Jurisdiction) with respect to governing
\nlaw, arbitration, choice of venue and jurisdiction, as well as the remaining
\nprovisions of this Agreement, have been negotiated and entered into voluntarily
\nafter consultation by each Party with its legal counsel and with a full
\nunderstanding of the business and legal consequences of such provisions and this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 7 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
11.<\/strong><\/td>\nGeneral Provisions<\/u><\/strong><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(a)<\/strong><\/td>\n\n

All notices, communications and demands of any kind which a Party may be
\nrequired or desire to serve upon another Party under the terms of this Agreement
\nshall be in writing and shall be deemed to have been effectively given if served
\nby personal service or a recognised courier service (e.g., DHL, Federal Express)
\nat the address of the Party indicated in Clause 10(d) above or at such other
\naddress as may be designated by the Party by a notice to the other given in
\nconformity with this Agreement, with copies to all other Parties. Notices shall
\nbe deemed delivered, in the case of personal service, upon delivery and in the
\ncase of courier, the recipient’s first clear Business Day at least four
\n(4) complete calendar days after delivery to the courier. Notices may be
\ndelivered by confirmed facsimile and shall be deemed delivered on the
\nrecipient’s first clear Business Day following the date of transmission,
\nprovided that confirmation of successful transmission is available and received.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(b)<\/strong><\/td>\n\n

This Agreement constitutes the entire agreement between the Parties and
\nsupersedes any arrangements, understanding or previous agreement between them
\nrelating to the subject matter they cover. Each Party acknowledges that, in
\nentering into this Agreement, it does not rely on, and shall have no remedy in
\nrespect of, any statement, representation, assurance or warranty of any person,
\nincluding in equity, contract or tort, under the Misrepresentation Act 1967, or
\nin any other way, other than as expressly set out in this Agreement. This clause
\ndoes not affect a Party’s liability in respect of fraudulent misrepresentation
\nor wilful misconduct.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(c)<\/strong><\/td>\n\n

This Agreement is binding on the Parties and their respective successors and
\nassigns. None of the Parties may assign this Agreement or any of its rights and
\nobligations under it, except with the prior written consent of the other
\nParties.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(d)<\/strong><\/td>\n\n

The Parties do not intend that any term of this Agreement should be
\nenforceable by any third party as provided by the Contracts (Rights of Third
\nParties) Act 1999 except that where rights or indemnities are granted in favour
\nof the Parties’ Affiliates, agents, officers or employees such persons shall be
\nable to rely upon and enforce them.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(e)<\/strong><\/td>\n\n

Any variation or modification of this Agreement shall be in writing and
\nsigned by or on behalf of all Parties. A waiver of any right under this
\nAgreement is only effective if it is in writing and it applies only to the
\nperson to whom the waiver is addressed and the circumstances for which it is
\ngiven. A person that waives a right in relation to one person, or takes or fails
\nto take any action against that person, does not affect its rights against any
\nother person.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 8 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n(f)<\/strong><\/td>\n\n

Except as provided in this Agreement, all costs in connection with the
\nnegotiation, preparation, execution and performance of this Agreement shall be
\nborne by the Party that incurred the costs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(g)<\/strong><\/td>\n\n

The Parties to this Agreement are not in partnership with each other and
\nthere is no relationship of principal and agent between them.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(h)<\/strong><\/td>\n\n

This Agreement may be executed in any number of counterparts, each of which
\nis an original and which together have the same effect as if each Party had
\nsigned the same document.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n(i)<\/strong><\/td>\n\n

This Agreement is entered into in connection with changed circumstances and
\nin the light of other considerations. It is not, and shall not be represented or
\nconstrued by the Parties as, an admission of liability or wrongdoing on the part
\nof any Party to this Agreement or any other person or entity and accordingly,
\nthis Agreement and its terms and provisions are made and agreed without any
\nadmissions by the Parties of liability, obligation or fact of any nature or kind
\nwhatsoever save as set out expressly in this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 9 of 10<\/strong><\/p>\n<\/p>\n

\n

EXECUTION VERSION <\/strong><\/p>\n<\/p>\n\n\n\n
<\/td>\n(j)<\/strong><\/td>\n\n

This Agreement shall become effective upon either (i) each Party duly and
\nvalidly executing the same original of this Agreement, or (ii) each Party
\ndelivering to the other Parties a facsimile counterpart of this Agreement duly
\nand validly executed in a form binding upon it together with a valid
\ninternational courier tracking number for the shipment containing the fully
\nsigned original counterpart, subject to payment being paid in accordance with
\nClauses 2 (Sale and Purchase) and 3 (Payment of Purchase Price).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

AS WITNESS WHEREOF, THIS AGREEMENT IS EXECUTED AS A DEED: <\/strong>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Alcoa Inc.<\/strong><\/td>\n<\/td>\nAluminum Financing Limited<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Kenneth P. Wisnoski<\/p>\n<\/td>\n

<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Mohamed Abdullah Abunayyan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Kenneth P. Wisnoski<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Mohamed Abdullah Abunayyan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Vice President & President, Global<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Sole Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Primary Products – Growth, Bauxite and Africa<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Abdullah Abunayyan Trading
\nCorp.<\/strong><\/td>\n		<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Mohamed Abdullah Abunayyan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Mohamed Abdullah Abunayyan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Page 10 of 10<\/strong><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6617],"corporate_contracts_industries":[9453],"corporate_contracts_types":[9623,9622],"class_list":["post-43505","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alcoa-inc","corporate_contracts_industries-manufacturing__fabrication","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43505","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43505"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43505"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43505"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43505"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}