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Final Drafts Transaction Documents Between Alcoa and the Government of Suriname

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Final Drafts Transaction Documents Between Alcoa and the Government of Suriname FINAL DRAFTS TRANSACTION DOCUMENTS BETWEEN ALCOA AND THE GOVERNMENT OF SURINAME 1. The Novation and Release Agreement 2. Framework Agreement including all schedules and annexes 3. The Bakhuis Development Program Agreement Privileged and Confidential PRIVILEGED AND CONFIDENTIAL PROJECT BIRCH FINAL DRAFTS TRANSACTION DOCUMENTS TABLE OF CONTENTS DRAFT Privileged and Confidential PROJECT BIRCH – TABLE OF CONTENTS # Item (reference) Document NOVATION AND RELEASE AGREEMENT 0. Novation and Release Agreement Novation and Release Agreement Schedule 1 – Recital B Guarantee Agreement FRAMEWORK AGREEMENT 1. Framework Agreement Framework Agreement Schedule 1 – Recital B Map of Concessions Schedule 2 – Recital F Ownership Afobaka Hydroelectric Works and Paranam Refinery Schedule 3 – Clause 5 Concession Release Overview Schedule 4 – Clause 7 O&M and Maintenance and Capital Expenditure Scope Schedule 5 - Clause 79 Deed of Adherence AFOBAKA HYDROELECTRIC WORKS TRANSFER AND EXECUTION AGREEMENT 2. Afobaka Hydroelectric Works Afobaka Hydroelectric Works Transfer and Execution Transfer and Execution Agreement Agreement Schedule 1 – Clause 3.2 Excluded Assets Schedule 2 – Clause 3.3 Existing AHW Liabilities Schedule 3 – Clause 4.2(a) Afobaka Hydroelectric Works Contracts Schedule 4 – Clause 4.4 Equipment Schedule 5 – Clause 4.5 Properties ENVIRONMENTAL REMEDIATION AND REHABILITATION AGREEMENT 3. Environmental Remediation and Environmental Remediation and Rehabilitation Rehabilitation Agreement Agreement Annex I – Clause 3.1 Environmental Remediation Scope of Work Annex II – Clause 4.1 Rehabilitation Work Plan SURALCO POWER PURCHASE AGREEMENT 4. Suralco PowerDRAFT Purchase Suralco Power Purchase Agreement Agreement Schedule 1 – Clause 3.4 Delivery Points Schedule 2 – Clause 4 Rate 2 Privileged and Confidential # Item (reference) Document SURINAME POWER PURCHASE AGREEMENT 5. Suriname Power Purchase Suriname Power Purchase Agreement Agreement Schedule 1 – Clause 2.3 Delivery Points Schedule 2 – Clause 3 Rate TRANSITION SERVICES AGREEMENT 6. Transition Services Agreement Transition Services Agreement Schedule 1 – Clause 2.1 Support Services Schedule 2 – Clause 9 Suralco’s Computer Use Policy / Corporate Policy on acceptable computer use BAKHUIS DEVELOPMENT PROGRAM AGREEMENT 7. Bakhuis Development Program Bakhuis Development Program Agreement Agreement Schedule 1 Statement of Work Schedule 2 Bakhuis Concept Study Report Outline * * * DRAFT 3 Agreed form final draft 22 August, 2018 D R A F T NOVATION AND RELEASE AGREEMENT BY AND AMONG ARCONIC INC. AND ALCOA WORLD ALUMINA LLC AND SURINAME ALUMINUM COMPANY, L.L.C. AND THE REPUBLIC OF SURINAME DRAFT[DATE], 2018 Agreed form final draft 22 August, 2018 THIS NOVATION AND RELEASE AGREEMENT, is entered into as of [date] 2018, (collectively, with the Schedules hereto, the "Novation and Release Agreement"), BY AND AMONG: (1) Arconic Inc, a corporation organized under the laws of the State of Delaware, the United States of America ("Arconic"); (2) Alcoa World Alumina LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America ("AWA"); (3) Suriname Aluminum Company, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America ("Suralco"); and (4) the Republic of Suriname, a sovereign state, acting through its Ministry of Natural Resources ("Suriname"), Arconic, AWA, Suralco and Suriname are sometimes referred to herein as the "Parties" and each individually as a "Party". WHEREAS: (A) On January 27, 1958, Suriname and Suralco entered into an agreement regarding the development and utilization of the hydropower potential of Suriname through the construction of a dam and Hydroelectric Works at Afobaka in the District of Brokopondo and the establishment of aluminum producing facilities in Suriname, capable of using power generated by said Hydroelectric Works, for a period of 75 years, as amended on May 19, 1959 (the "Brokopondo Agreement"). (B) On January 27, 1958, Alcoa Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania, United States of America ("Arconic"), Suralco, and Suriname entered into that certain Guaranty Agreement in which Arconic declared itself guarantor for Suralco for the benefit of Suriname with respect to all of Suralco’s obligations, including, without any exception, arising out of the Brokopondo Agreement (the "Guaranty Agreement"). The Guaranty Agreement is attached to this Novation and Release Agreement as Schedule 1. (C) On November 1, 2016, Arconic completed the separation of its business into two independent, publicly traded companies, namely Arconic and Alcoa Corporation, a corporation organized under the laws of the State of Delaware, United States of America ("Alcoa"). Following the separation, Alcoa holds, through one or more subsidiaries, the bauxite mining, alumina refining, and hydroelectric assets in Suriname previously held by Arconic. More specifically, Alcoa holds, through one or more subsidiaries, a 60% equity interest in AWA, and Alumina Limited, a company independent of Alcoa and incorporated under the laws of the Commonwealth of Australia, owns, through one or more subsidiaries, the remaining 40% equity interests in AWA. AWA, in turn, owns 100% of the equity interest of each of Suralco and Suralco’s joint venture partner N.V. Alcoa Minerals of Suriname (“AMS”), Suralco owns 100% of the Afobaka Hydroelectric Works, and Suralco and AMS currently own respectively 55% andDRAFT 45% of the Paranam Refinery. (D) On November 30, 2017, Arconic’s shareholders approved the reincorporation of Arconic as a Delaware company which was effected on December 31, 2017, by merging the existing company with a newly formed Delaware subsidiary which survived the merger and retained the “Arconic Inc.” name following the reincorporation. Novation Agreement Page 1 of 3 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018 (E) Notwithstanding the separation and merger as set forth under recitals (C) and (D), Arconic remained a party to the Guaranty Agreement and therefore the provisions and obligations of the Guaranty Agreement continue to apply to Arconic. (F) The Parties have agreed to AWA accepting and assuming all present and future obligations under the Guaranty Agreement and the corresponding obligations specifically referred to therein by way of transfer of contract from Arconic to AWA. Furthermore, in light of the transfer of contract as set forth in the previous sentence, Suriname shall release Arconic as further indicated in this Novation and Release Agreement. (G) On [date], the National Assembly of Suriname authorized the Government of Suriname to enter into this Novation and Release Agreement, together with the Schedules thereto and any ancillary documents. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1 TRANSFER OF CONTRACT Arconic, the transferor, irrevocably and unconditionally, transfers and assigns all of the rights and obligations including all accessory rights it holds under the Guaranty Agreement to AWA, the transferee, with immediate effect as of the date of this Novation and Release Agreement by executing this Novation and Release Agreement. Pursuant to such assignment and transfer the entire legal relationships of Arconic under the Guaranty Agreement with Suriname are transferred by Arconic to AWA. Parties agree that all accessory rights under the Guaranty Agreement will transfer concurrently to AWA by way of transfer of contract in accordance with Surinamese law, and AWA hereby accepts such transfer, as a result of which the entire legal relationship of Arconic with Suriname under the Guaranty Agreement is transferred by Arconic to AWA (the "Contract Transfer"). 2 RELEASE Suriname hereby absolutely, unconditionally and irrevocably acknowledges, agrees and confirms that all obligations and liabilities of Arconic and all claims, disputes and demands of any nature against Arconic under or in connection with the Guaranty Agreement are hereby waived and released forever. Arconic is hereby absolutely, unconditionally, irrevocably and fully released and discharged from and against any and all obligations, liabilities, offsets, claims, disputes and demands under or in connection with the Guaranty Agreement, known or unknown, accrued or accruing, which are or may be payable or required to be paid, refunded, reimbursed or performed prior to, on or after the date hereof (the "Release"). Each of Suriname and Suralco severally represent, warrant, and covenant that Suriname and Suralco are the sole beneficiaries of the Guaranty Agreement, and each of Suriname and Suralco severally represent, warrant, and covenant that such party has not and shall not assign or convey any interests in the Guaranty Agreement to any other party. 3 COOPERATIONDRAFT BY SURINAME Suriname in its capacity of counterparty of Arconic under the Guaranty Agreement, hereby acknowledges and approves the Contract Transfer and the Release. 4 MISCELLANEOUS 4.1 Further Assurances Novation Agreement Page 2 of 3 Agreed form final draft of 22 August, 2018 Agreed form final draft 22 August, 2018 Each Party agrees, at the request of the other Party, to do everything reasonably necessary to give effect to this Novation and Release Agreement, the Contract Transfer and Release contemplated
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