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Exhibit
10(f)(1)
Amendment
Agreement
Alcoa Inc
Alumina Limited
Alcoa Australian Holdings Pty
Ltd
Alcoa of Australia
Limited
Enterprise
Partnership
Amendment Agreement
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Table of Contents
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1.
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Interpretation |
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1 |
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2.
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Amendment of Funding Agreement |
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1 |
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3.
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Further Assurances |
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5 |
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4.
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Governing Law |
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5 |
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5.
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Counterparts |
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5 |
Page (i)
Amendment Agreement
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| Date |
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January 2008
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| Parties |
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| 1. |
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Alcoa
Inc of Alcoa Corporate Center, 201 Isabella Street, Pittsburgh,
Pennsylvania, United States of America; |
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| 2. |
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Alumina
Limited (ABN 85 004 820 419) of Level 12,
IBM Centre, 60 City Road, Southbank, Victoria, Australia (
Alumina ); |
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| 3. |
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Alcoa
Australian Holdings Pty Ltd
(ABN 33 096 987 370) of corner Davy and Marmion
Streets, Booragoon, Western Australia, Australia (
AAH ); |
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| 4. |
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Alcoa of
Australia Limited (ABN 93 004 879 298) of
corner Davy and Marmion Streets, Booragoon, Western Australia,
Australia; and |
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| 5. |
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Enterprise Partnership between AAH and Alumina
constituted by the Partnership Agreement dated 18 September
2006. |
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| Recitals |
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| A |
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The parties
are parties to an Enterprise Funding Agreement dated 18 September
2006, as amended and restated ( Funding Agreement
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| B |
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The parties
have agreed to amend the Funding Agreement in accordance with the
terms of this agreement. |
It is agreed as
follows.
The provisions of
clause 1.2 of the Funding Agreement form part of this
agreement as if set out in full in this agreement.
| 2. |
Amendment of Funding Agreement |
The Funding Agreement is
amended in the following respects:
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(a) |
Clause 1.1 is amended as follows: |
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(i) |
By inserting the following definitions: |
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(A) |
“ Dividend Period means a Quarter or, if
Alcoa and Alumina agree from time to time in respect of a Dividend,
a Month.” |
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(B) |
“ Month means a calendar month (or such
lesser period ending on the date of termination of this document in
accordance with its terms).” |
Page 1
Amendment Agreement
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(C) |
“ Relevant Dividend means a Dividend paid
or required to be paid by AofA in accordance with clauses 3.1(b),
3.3 and 3.4, or that is deemed to be a Relevant Dividend under
clause 3.8(a) for the purposes of clause 3.4.” |
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(ii) |
By deleting “Quarterly Dividends” from the
definition of Excess Dividends and substituting the
words “Relevant Dividends”. |
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(iii) |
By inserting in the definition of Funding Period
at the end the words “, or, if Alcoa and Alumina agree from
time to time in respect of a Call, each Month as agreed by
them”. |
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(iv) |
By inserting in the definition of Initial AofA Funding
Period at the end the words “, or such other period
from the Commencement Date as Alcoa and Alumina may
agree”. |
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(v) |
By deleting the definition of Quarterly Dividend
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(b) |
Clause 3.1(b) is amended by deleting “Quarterly
Dividend” and substituting “Relevant
Dividend”. |
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(c) |
Clause 3.2(a)(iii)(c) is amended by deleting the provisions of
that Clause appearing after subparagraph (B) thereof and
substituting the following: |
exceeding, as applicable,
subparagraph (C) or (D) of this
Clause 3.2(a)(iii)(c):
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(C) |
for Financial Years ending on or before 31 December 2008,
unless otherwise agreed by Alumina and AAH, 100% of the sum of
(1) the Interim Net Income of AofA for the period from
1 January 2006 to the end of the Financial Year immediately
preceding the Current Financial Year plus (2) the projected
Interim Net Income of AofA for the Current Financial Year as
reasonably and in good faith estimated by AofA; or |
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(D) |
for Financial Years ending after 31 December 2008, 85% of
the sum of (1) the Interim Net Income of AofA for the period
from 1 January 2009 to the end of the Financial Year
immediately preceding the Current Financial Year plus (2) the
projected Interim Net Income of AofA for the Current Financial Year
as reasonably and in good faith estimated by AofA; or |
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(d) |
Clause 3.3 is amended by deleting the table and substituting
the following table: |
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Timing of Declaration and
Payment
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Total Dividend Amount of
Dividends
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Within 180 days after the end of the
preceding
Financial Year
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Amount equal to the Minimum
Dividend
Amount for the given Financial
Year
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Page 2
Amendment Agreement
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Timing of Declaration and
Payment
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Total Dividend Amount of
Dividends
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| Where the
Dividend Period for the Dividend is a Quarter: |
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Amount of
the Relevant Dividend in relation to the relevant Dividend
Period |
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| Declaration:
By the 20 th day of the first month of each Quarter of
the Financial Year |
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| Payment: On
or before the last Business Day of the first month of each Quarter
of the Financial Year |
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| Where the
Dividend Period for the Dividend is a Month: |
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| Declaration
and Payment: On or before the last Business Day of the
Month |
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(e) |
Clause 3.4 is deleted and the following is
substituted: |
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(i)
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if the relevant Funding
Period is a Month, the 10 th day of that Month;
and
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(ii) |
otherwise, the 20th day of the first month of each
Quarter, |
Alcoa and Alumina will inform
each other and AofA of the receipt and details of all Valid Calls
received by them which relate to the Funding Period commencing
during that Month or Quarter (as app
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