Common use of Limitation on Transactions with Shareholders and Affiliates Clause in Contracts

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date.

Limitation on Transactions with Shareholders and Affiliates. (a) The the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 510% or more of any class of Capital Stock of the Company or (y) any Affiliate of either the Company or any Restricted Subsidiary (a “Related Party Transaction”"RELATED PARTY TRANSACTION"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate of the Company. (b) Any Prior to entering into any Related Party Transaction or series of related Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million25,000,000, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an a nationally recognized investment banking, valuation or appraisal banking firm as to the fairness of the consideration transaction to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. . (c) The foregoing paragraphs do not apply to (i1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii3) any Restricted Payments of a type described in Section 4.07(a)(i) and either clause (i), (ii) or (iii) of paragraph (a) of Section 4.07 if permitted by that covenantsection; (iv4) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business, and loans, advances and Guarantees that constitute Permitted Investments pursuant to clause (12) of the definition of that term; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x5) transactions pursuant to any contract or agreement in effect on the Issue Datedate of this Indenture, in each case as any such contract or agreement may be amended, modified or replaced, replaced (including successive replacements) from time to time, including any subsequent replacements, so long as the amended, modified or new contract or agreement, taken as a whole, is not materially no less favorable to the Company and its Restricted Subsidiaries than those the contract or agreement being amended, modified or replaced, as in effect on the Issue Datedate of this Indenture; (6) the purchase, redemption, acquisition or other retirement for value of Equity Interests of MII held by officers, directors or employees or former directors, officers or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or service or pursuant to any agreement under which the Equity Interests were issued, provided that the aggregate amount of all such payments does not exceed $2,000,000; or (7) the assignment of insurance rights contemplated by clause (10) of the definition of "Asset Sale."

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “"Related Party Transaction”"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trusteetrustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an a nationally recognized investment banking, valuation or appraisal banking firm as to the fairness of the consideration transaction to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. . (c) The foregoing paragraphs do not apply to (i1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii3) any Restricted Payments Payment of a type described in Section 4.07(a)(iparagraph (a)(i) and or (ii) under Section 4.07 if permitted by that covenant; (iv4) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x5) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, replaced from time to time, including any subsequent replacements, time so long as the amended, modified or new agreementagreements, taken as a whole, is not materially are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; or (6) sales of accounts receivable to a Securitization Subsidiary as part of a Permitted Receivables Financing.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”"RELATED PARTY TRANSACTION"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”"DISINTERESTED DIRECTORS") pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an a nationally recognized investment banking, valuation or appraisal banking firm as to the fairness of the consideration transaction to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 10.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and; (xix) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; and (x) transactions with respect to which the Company obtains and delivers to the trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view, or that the terms of such transaction are fair and reasonable and no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 10.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length arms'-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length arms'-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or of any Restricted Subsidiary involving aggregate payments or consideration in excess of $5.0 million (each such person, a “Related Person” and, each such transaction, a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 25.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. trustee. (c) The foregoing paragraphs do not apply toto any of the following transactions: (i1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii3) any Restricted Payments of a type described in Payment permitted to be paid pursuant to Section 4.07(a)(i) and (ii) if permitted by that covenant4.07 or any Permitted Payment or Permitted Investment; (iv4) transactions (a) the entering into, maintaining or payments pursuant to performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director compensation heretofore or benefit plans or arrangements hereafter entered into in the ordinary course of business; , including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (vb) the entering into payment of Hedging Agreements compensation, performance of indemnification or similar arrangements with Glencore contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (c) the payment of reasonable fees to directors of the Company or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable Restricted Subsidiaries (as determined in any material respect to good faith by the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; such Subsidiary) or (vid) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement extent permitted by law, loans or sale advances made to directors, officers or employees of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture (x) in respect of travel, entertainment or Unrestricted Subsidiary of the Company entered into moving-related expenses Incurred in the ordinary course of business; provided that such transactions are upon fair , or (y) in the ordinary course of business and reasonable terms (in the case of this clause (y)) not materially less favorable to exceeding $10.0 million in the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; andaggregate outstanding at any time; (x5) transactions pursuant to any contract contract, agreement or agreement instrument in effect on the Issue Datedate of the Indenture, in each case as amended, modified or replaced, replaced from time to time, including any subsequent replacements, time so long as the amended, modified or new agreementagreements, taken as a whole, is not materially are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Datedate of the Indenture; (6) the consummation of the transactions contemplated by the Spin-Off, including the payment of fees in connection therewith, and the performance of obligations under the Spin-Off Agreements as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect in the agreement being amended, modified or replaced; (7) transactions with Persons solely in their capacity as holders of a minority of any class of Debt or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of such class of Debt or Capital Stock of the Company or such Restricted Subsidiary generally; (8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services in the ordinary course of business and consistent with past business practices and approved by the Board of Directors; (9) sales of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company; (10) any transaction with any Person who is not a Related Party immediately before the consummation of such transaction that becomes a Related Party as a result of such transaction; (11) transactions in which the Company obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view; (12) the granting or performance of registration rights under a customary registration rights agreement; or (13) any transaction with a Securitization Vehicle as part of a Securitization Financing permitted under the Indenture.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, holder (or any Affiliate of any such holder, ) of 510.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a each an “Related Party Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or the relevant Restricted Subsidiary Subsidiary, as the case may be, than could be those that would have been obtained in a comparable arm’s-arm’s length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company.; and (bii) Any Related Party the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of Related Party related Affiliate Transactions with an involving aggregate value consideration in excess of $5.0 US$10.0 million must first be (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors who are disinterested in the subject matter of the transaction Directors; and (the “Disinterested Directors”B) pursuant with respect to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Affiliate Transaction or series of Related Party related Affiliate Transactions with an involving aggregate value consideration in excess of $25.0 millionUS$20.0 million (or the Dollar Equivalent thereof), the Company must in addition obtain and deliver to the Trustee a favorable written Board Resolution required in clause (ii)(A) above, an opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its or such Restricted Subsidiaries Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view. In the event view issued by an accounting, appraisal or investment banking firm of any Related Party Transaction that consists of any asset acquisition or disposition recognized international standing. (b) The limitation set forth in Section 4.14(a) above, does not limit, and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to: (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees and other compensation to directors of the Company or any Restricted Subsidiary who are not employees of the CompanyCompany or such Restricted Subsidiary; (ii) transactions between or among the Company and any Wholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted Subsidiaries; (iii) any Restricted Payments Payment of a the type described in Section 4.07(a)(i) and 4.06(a)(i), (ii) or (iii) if permitted by that covenantSection 4.06; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in sale of Capital Stock (other than Disqualified Stock) of the ordinary course of businessCompany; (v) the entering into payment of Hedging Agreements or similar arrangements with Glencore or any compensation to officers and directors of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary pursuant to an employee benefit plan or share option scheme; (vi) any employment, consulting, service or termination agreement, or reasonable and any Joint Venture or Unrestricted Subsidiary of customary indemnification arrangements, entered into by the Company entered into or any of its Restricted Subsidiaries with directors, officers, employees and consultants in the ordinary course of business; provided that such transactions are upon fair business and reasonable terms not materially less favorable to the payment of compensation pursuant thereto; (vii) any lease of premises and facilities from Country Garden for the operation of schools of the Company or the any Restricted Subsidiary than could be obtained in a comparable arms’-length transaction (only with respect to the requirements of Section 4.14(a)(ii)(B)); (viii) non-interest bearing advances to or guarantees for the benefit of the Company or any Restricted Subsidiaries; (ix) the entry into and are approved by performance of new VIE Contracts (only with respect to the Board requirements of DirectorsSection 4.14(a)(ii)(B)); and (x) the repayment of a promissory note dated July 4, 2019 entered into by the Company with Fine Nation Group Limited in an aggregate amount of US$100,000,000 at an interest rate of 7.25% per annum due to be matured by August 31, 2019 with an extension to December 31, 2019 (only with respect to the requirements of Section 4.14(a)(ii)(B)). In addition, the requirements of Section 4.14(a)(ii) above shall not apply to (A) Investments (including Permitted Investments that are permitted under clause (13) and (14) of the definition of “Permitted Investment” but excluding other Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to any contract or agreement agreements in effect on the Original Issue DateDate and described in the offering memorandum of the Company relating to the Notes dated July 24, in each case as amended2019, modified or replaced, from time to time, including any subsequent replacementsamendment or modification or replacement thereof, so long as the amendedsuch amendment, modified modification or new agreement, taken as a whole, replacement is not materially less favorable more disadvantageous to the Company and its Restricted Subsidiaries than those the original agreement in effect on the Original Issue Date, and (C) any transaction between or among (1) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or (2) the Company or a Restricted Subsidiary on the one hand and any Jointly Controlled Entity or Unrestricted Subsidiaries on the other hand; provided that in the case of clause (C), (a) such transaction is entered into in the ordinary course of business and (b) none of the other shareholders or other partners of or in such Restricted Subsidiary or Jointly Controlled Entity, as the case may be, is a Person described in clauses (x) or (y) of the first paragraph of Section 4.14(a) (other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary, Jointly Controlled Entity or Unrestricted Subsidiaries, as the case may be, or by reason of being a Restricted Subsidiary, a Jointly Controlled Entity or an Unrestricted Subsidiary, as the case may be).

Limitation on Transactions with Shareholders and Affiliates. (a) The Company Issuer will not, and will not permit any Restricted Subsidiary toPerson, directly or indirectly, to enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (x) any holder, or any Affiliate of any such holder, ) of 510% or more of any class of Capital Stock of the Company Parent or (y) with any Affiliate of the Company Parent, unless: (i) such transaction or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable series of transactions is on terms no less favorable to the Company or the such Restricted Subsidiary Person than those that could be obtained in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate of the Company.Affiliate; (bii) Any Related Party Transaction if such transaction or series of Related Party Transactions with an transactions involves aggregate value consideration in excess of $5.0 million must first be 10.0 million, then such transaction or series of transactions is approved by a majority of the members Board of Directors of Group, including the approval of a majority of the independent, disinterested directors, and is evidenced by a resolution of the Board of Directors who are disinterested in the subject matter of the Group; and (iii) if such transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an transactions involves aggregate value consideration in excess of $25.0 million, the Company must in addition obtain and then Issuer or such Restricted Person will deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness to such Restricted Person of the consideration to be received or paid by the Company and its Restricted Subsidiaries such transaction from a financial point of viewview from a nationally recognized investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by a nationally recognized appraisal firm or accounting firm). In the event Any such transaction or series of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction transactions shall be considered as conclusively deemed to be on terms no less favorable to Parent or such Restricted Person than those that could be obtained in an arm’s-length transaction if such transaction or transactions are approved by a whole in determining its compliance with this covenantmajority of the Board of Directors of Group, including a majority of the independent, disinterested directors, and are evidenced by a resolution of the Board of Directors of Group. The foregoing paragraphs do limitation does not limit, and will not apply to: (ia) any transaction between the Company Parent and any a Subsidiary of its Restricted Subsidiaries Parent or between a Restricted Subsidiaries Person and a Subsidiary of the CompanyParent; (iib) the payment of reasonable and customary regular fees to directors of the Company Parent or any Restricted Person who are not its employees and Indemnification Arrangements entered into by Parent or any Restricted Person and approved by the Board of the CompanyDirectors of Group; (iiic) any Restricted Payments not prohibited by Section 10.12 and any Permitted Investment other than a Permitted Investment made pursuant to clause (ix) of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenantthe definition thereof; (ivd) transactions provided for in the Employment Agreement as in effect on the Closing Date; (e) loans and advances to employees of Parent or payments pursuant to any employeeRestricted Person not exceeding at any one time outstanding $5.0 million in the aggregate, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of businessbusiness and in accordance with past practice; (vf) the entering any issuance of shares of Capital Stock (other than Redeemable Stock) of Group and any options, warrants or other rights to acquire such Capital Stock; (g) any issuance or sale of shares of Capital Stock (other than Redeemable Stock) of a Designated Subsidiary and any options, warrants or other rights to acquire such Capital Stock, in each case made in accordance with clause (iii) of Section 10.14; (h) any employment arrangements entered into of Hedging Agreements or similar arrangements with Glencore by Parent or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into Subsidiaries in the ordinary course of business; provided that such transactions are upon fair business and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of DirectorsDirectors of Parent; and (xi) any tax-sharing agreement, and payments or other transactions pursuant to thereto, between Group and any contract other Person with which Group files a consolidated tax return or agreement in effect on the Issue Datewith which Group is part of a consolidated group for tax purposes, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as approved by the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue DateBoard of Directors of Group.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”"RELATED PARTY TRANSACTION"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”"DISINTERESTED DIRECTORS") pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length arms'-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length arms'-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved]agreements or arrangements with any Person that owns the Gramercy alumina facility or the Jamaican bauxite mining operations on the terms described in the Offering Circular under "The Planned Gramercy Acquisition", in each case as amended, modified or replaced from time to time, including any subsequent replacements, so long as the amended, modified or new agreement or arrangement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than the agreements amended, modified or replaced; (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length arms'-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”"RELATED PARTY TRANSACTION"), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’sarm's-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 2.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 10.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an a nationally recognized investment banking, valuation or appraisal banking firm as to the fairness of the consideration transaction to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. . (c) The foregoing paragraphs do not apply to (i1) any transaction between the Company and any of its Wholly Owned Restricted Subsidiaries or between Wholly Owned Restricted Subsidiaries of the Company; (ii2) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii3) any Restricted Payments of a type described in Section 4.07(a)(iparagraphs (a)(i) and (iia)(ii) under Section 4.07 if permitted by that covenant; (iv4) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x5) transactions pursuant sales of accounts receivable to any contract or agreement in effect on the Issue Date, in each case a Securitization Subsidiary as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as part of a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue DatePermitted Receivables Financing.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (x) any holder, or any Affiliate of any such holder, ) of 5% or more of any class of Capital Stock of the Company or (y) with any Affiliate of the Company or any Restricted Subsidiary (each, a “"Related Party Transaction”"), except upon fair and reasonable economic terms no less favorable to the Company or the such Restricted Subsidiary than could be obtained obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate of Affiliate. In addition and without limiting the Company. foregoing, (bi) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 5 million must first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution, and (ii) with respect to any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $10 million, the Company must in addition first obtain and deliver to the Trustee a favorable written opinion from an a nationally recognized investment banking, valuation banking firm or appraisal nationally recognized independent accounting or consulting firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In view of such transaction to the event of any Related Party Transaction that consists of any asset acquisition Company or disposition and a related purchase or supply agreementsuch Subsidiary, as the transaction shall be considered as a whole in determining its compliance with this covenantcase may be. The foregoing paragraphs do limitation does not limit, and shall not apply to to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; Subsidiaries, (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; , (iii) any Restricted Payments of a type described in not prohibited by Section 4.07(a)(i) and (ii) if permitted by that covenant; 3.08 or (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Existing Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue DateAgreements.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) service with (x) any holder, or any Affiliate of any holder, of 5its shareholders holding 10% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into In any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 millionU.S.$25.0 million (or the equivalent thereof at the time of determination), the Company must in addition obtain and first deliver to the Trustee a favorable written opinion certificate from an investment banking, valuation the Company’s Chief Financial Officer or appraisal firm as Chief Executive Officer to the fairness effect that such transaction or series of the consideration related transactions are on terms no less favorable to be received or paid by the Company or such Restricted Subsidiary than could be obtained in a comparable arm’s length transaction and its Restricted Subsidiaries from a financial point is otherwise compliant with the terms of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. Indenture. (c) The foregoing paragraphs of this Section 4.14 do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries Subsidiary or between Restricted Subsidiaries of and the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i4.08(a)(i) and (iior Section 4.08(a)(ii) if permitted by that covenant; (iv) any issuance or sale of Equity Interests (other than Disqualified Stock); (v) transactions or payments pursuant to any employee, officer or director compensation or benefit plans plans, customary indemnifications or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement agreements in effect on the Issue DateDate and described in the Offering Memorandum, in each case as amended, modified or replaced, replaced from time to time, including any subsequent replacements, time so long as the amended, modified or new agreementagreements, taken as a whole, is not materially are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Datedate of this Indenture; (vii) any Sale Leaseback Transaction otherwise permitted under Section 4.10 if such transaction is on market terms; (viii) any advance, loan or other extension of credit (or guarantee thereof) in connection with the use of the proceeds of the Notes (including any Additional Notes) as well as additional loans outstanding from the Company or any of its Restricted Subsidiaries to an Affiliate to the extent that any such advance, loan or other extension of credit (i) has a Stated Maturity that is prior to the Stated Maturity of the Notes and (ii) is on market terms; (A) transactions with customers, clients, distributors, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and on market terms, or (B) transactions with joint ventures or other similar arrangements entered into in the ordinary course of business, on market terms and consistent with past practice or industry norms; (x) the Joint Venture and any transactions or provision of services related thereto; (xi) the provision of administrative services to any joint venture or Unrestricted Subsidiary on substantially the same terms provided to or by Restricted Subsidiaries; (xii) the Lubricant Disposal; and (xiii) the Radar Disposal.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, holder (or any Affiliate of any such holder, ) of 510.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a each an “Related Party Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or the relevant Restricted Subsidiary than could be those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company.; and (bii) Any Related Party the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of Related Party related Affiliate Transactions with an involving aggregate value consideration in excess of $US$5.0 million must first be (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors who are disinterested in the subject matter of the transaction Directors; and (the “Disinterested Directors”B) pursuant with respect to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Affiliate Transaction or series of Related Party related Affiliate Transactions with an involving aggregate value consideration in excess of $25.0 millionUS$10.0 million (or the Dollar Equivalent thereof), the Company must in addition obtain and deliver to the Trustee a favorable written Board Resolution required in clause (ii)(A) above, an opinion from an investment banking, valuation or appraisal firm as to the fairness to the Company or such Restricted Subsidiary of the consideration to be received or paid by the Company and its Restricted Subsidiaries relevant Affiliate Transaction from a financial point of view. In view or confirming that the event terms of any Related Party such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that consists is not an Affiliate of any asset acquisition the Company or disposition a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The limitation set forth in Section 4.14(a) above does not limit, and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to: (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (ii) transactions between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries; (iii) any Restricted Payments Payment of a the type described in Section 4.07(a)(iclauses (i) and or (ii) of Section 4.06(a) if permitted by that covenantSection 4.06(a); (iv) transactions any sale of Capital Stock (other than Disqualified Stock) of the Company; (v) any issuance of securities, or payments other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to any employeepurchase Capital Stock, officer or director compensation or benefit restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or arrangements similar employee plans and/or indemnity provided on behalf of employees, officers and directors of the Company or any Restricted Subsidiary, so long as such plan or scheme is in compliance with the listing rules of the New York Stock Exchange; and (vi) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with directors, officers, employees and consultants in the ordinary course of business; business and the payment of compensation pursuant thereto. In addition, the requirements of clause (vii) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect Section 4.14(a) shall not apply to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and (x) transactions pursuant to any contract or agreement agreements in effect on the Original Issue DateDate and described in the offering circular of the Company dated April 25, in each case as amended2013, modified or replaced, from time to time, including any subsequent replacementsamendment or modification or replacement thereof, so long as the amendedsuch amendment, modified modification or new agreement, taken as a whole, replacement is not materially less favorable more disadvantageous to the Company and its Restricted Subsidiaries than those the original agreement in effect on the Original Issue DateDate and (C) any transaction between or among the Company (or any Wholly Owned Restricted Subsidiary) and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries; provided that in the case of clause (C), (1) such transaction is entered into in the ordinary course of business and (2) none of the minority shareholders or minority partners of or in such Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary is a Person described in clauses (x) or (y) of Section 4.14(a) (other than by reason of such minority shareholder or minority partner being an officer or director of such Restricted Subsidiary).

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 15.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 30.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section 4.07(a)(i) and (ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and; (xix) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; and (x) transactions with respect to which the Company obtains and delivers to the trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view, or that the terms of such transaction are fair and reasonable and no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder, or any Affiliate of any holder, of 5% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company. (b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5.0 10.0 million must first be approved by a majority of the members of the Board of Directors who are disinterested in the subject matter of the transaction (the “Disinterested Directors”) pursuant to a Board Resolution delivered to the Trustee. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million, the Company must in addition obtain and deliver to the Trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view. In the event of any Related Party Transaction that consists of any asset acquisition or disposition and a related purchase or supply agreement, the transaction shall be considered as a whole in determining its compliance with this covenant. The foregoing paragraphs do not apply to (i) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company; (ii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company; (iii) any Restricted Payments of a type described in Section ‎Section 4.07(a)(i) and (ii‎(ii) if permitted by that covenant; (iv) transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business; (v) the entering into of Hedging Agreements or similar arrangements with Glencore or any of its Affiliates, or any amendment, modification, replacement, settlement or termination thereof, on a basis consistent with past practice and upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vi) agreements or arrangements with Glencore or any of its Affiliates relating to the procurement or sale of raw materials or aluminum products or the tolling of alumina; provided that such transactions are upon fair and reasonable terms no less favorable in any material respect to the Company or the Restricted Subsidiary than could reasonably be expected to be obtained in a comparable arms’-length transaction; (vii) (A) the issuance and sale of Qualified Equity Interests of the Company and (B) the sale to any Affiliate of the Company of any securities of the Company offered and sold in a broadly distributed underwritten offering (whether registered or pursuant to Rule 144A or Regulation S); provided that such sale is at a price to the Company no lower than the price paid to the Company with respect to other securities sold in such offering; (viii) [Reserved] (ix) transactions between the Company or any Restricted Subsidiary and any Joint Venture or Unrestricted Subsidiary of the Company entered into in the ordinary course of business; provided that such transactions are upon fair and reasonable terms not materially less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arms’-length transaction and are approved by the Board of Directors; and; (xix) transactions pursuant to any contract or agreement in effect on the Issue Date, in each case as amended, modified or replaced, from time to time, including any subsequent replacements, so long as the amended, modified or new agreement, taken as a whole, is not materially less favorable to the Company and its Restricted Subsidiaries than those in effect on the Issue Date; and (x) transactions with respect to which the Company obtains and delivers to the trustee a favorable written opinion from an investment banking, valuation or appraisal firm as to the fairness of the consideration to be received or paid by the Company and its Restricted Subsidiaries from a financial point of view, or that the terms of such transaction are fair and reasonable and no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.