Exhibit 10.1


 


 EXECUTION VERSION  



 


Arconic Inc.

390 Park Avenue

New York, New York 10022


 


February 2, 2018


 


Elliott Associates, L.P.

Elliott International, L.P.

40 West 57th Street

New York, New York 10019

Facsimile No: (212) 478-2401




	Attention:	Dave Miller
	 	Austin Camporin






 


Re:  Registration Rights Agreement Amendment


 


Ladies and Gentlemen:


 


Reference is hereby made
to that certain letter agreement (the “Registration Rights Agreement”), dated December 19, 2017, by and among
Arconic Inc., a Delaware corporation, as successor-in-interest to Arconic Inc., a Pennsylvania corporation (the “Company”),
Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P.,
a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc.,
a Delaware corporation (“EICA” and collectively with Elliott Associates and Elliott International, “Elliott”;
each of Elliott Associates, Elliott International and EICA is an “Elliott Party”). Each of the Company and the
Elliott Parties is referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized
terms used in this amendment (the “Amendment”) to the Registration Rights Agreement and not defined herein shall
have the respective meanings set forth in the Registration Rights Agreement.


 


Pursuant to paragraph
13 of the Registration Rights Agreement, the Parties hereby amend the Registration Rights Agreement as follows:


 


1.             The
first sentence of paragraph 1(a) of the Registration Rights Agreement is amended and restated in its entirety as follows: “Subject
to paragraph 4 of this letter agreement, and provided that the Company is eligible to register the resale of Eligible Securities
on Form S-3, until the earlier of the first date on which there are no longer any Eligible Securities and the End Date, the Company
shall, within twelve (12) Business Days of receipt of a written request from the Elliott Parties, use reasonable best efforts to
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (or any
successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis
pursuant to Rule 415 under the Securities Act, covering the resale of all of the Eligible Securities (the “Shelf Registration
Statement”) and no other securities.”


 


2.             The
second-to-last sentence of paragraph 4(a) of the Registration Rights Agreement is amended and restated in its entirety as follows:
“The date referenced in clause (A) of the definition of “End Date” shall be increased by the length of time of
the aggregate duration of any Blackout Periods which occur prior to the End Date (and, for the avoidance of doubt, only those Blackout
Periods which occur after the receipt of the written requested contemplated by the first sentence of paragraph 1(a) of this Agreement).”


 




     


     


    

  


3.             To
correct a scrivener’s error, paragraph 9(j) of the Registration Rights Agreement is amended and restated in its entirety
as follows: “Eligible Securities” means Common Shares held by the Elliott Parties on the date of this letter
agreement; provided, that any such Common Shares shall cease to be Eligible Securities upon the earliest of (A) the first
date when a registration statement with respect to the sale of such security shall have become effective under the Securities Act
and such security shall have been disposed of in accordance with such registration statement, (B) the first date when such security
shall have been transferred or otherwise disposed of to any Person other than a Permitted Transferee, (C) the first date when such
security is no longer outstanding and (D) the first date when such security is eligible for sale pursuant to Rule 144 under the
Securities Act without volume limitations thereunder. Notwithstanding anything to the contrary in this letter agreement, all securities
shall forever cease to be Eligible Securities, and the Company’s obligations hereunder shall cease, on the End Date.”


 


4.             Except
as expressly amended by this Amendment, all terms, conditions and provisions of the Registration Rights Agreement shall remain
unmodified and in full force and effect. This Amendment shall form a part of the Registration Rights Agreement for all purposes,
and from and after the date of this Amendment, any reference in the Registration Rights Agreement to “this letter agreement”,
“hereof”, “herein”, and “hereunder” and words or expressions of similar import shall refer
to the Registration Rights Agreement as amended by this Amendment. The provisions of paragraphs 11, 13, 14, 15, 16, 17, 18 and
19 of the Registration Rights Agreement shall apply mutatis mutandis to this Amendment. This Amendment, together with the
Registration Rights Agreement and the Settlement Agreement, constitutes the entire agreement and understanding among the parties
and supersedes any prior understandings and/or written or oral agreements among them respecting the subject matter herein and therein.


 


[Signature page follows]


 




    	 	2	 



     


    

 


Please confirm your agreement
with the foregoing by signing and returning this Amendment to the undersigned, whereupon this Amendment shall become a binding
agreement between the Elliott Parties and the Company.


 


	 	Very truly yours,
	 	 
	 	ARCONIC INC.
	 	 
	 	By:	/s/ Katherine H. Ramundo
	 	 	Name:	Katherine H. Ramundo
	 	 	Title:	Executive Vice President,
	 	 	 	Chief Legal Officer and Secretary


 


Accepted and agreed as of the date first written above:


 


ELLIOTT ASSOCIATES, L.P.


 


	By:	Elliott Capital Advisors, L.P., as general partner	 
	 	 	 
	By:	Braxton Associates, Inc., as general partner	 
	 	 	 
	By:	/s/ Elliot Greenberg	 
	 	Name: Elliot Greenberg	 
	 	Title:   Vice President	 


 


ELLIOTT INTERNATIONAL, L.P.


 


	By:	Elliott International Capital Advisors Inc., as attorney-in-fact
	 	 	 
	By:	/s/ Elliot Greenberg	 
	 	Name: Elliot Greenberg	 
	 	Title:  Vice President	 


 


ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


 


	By:	/s/ Elliot Greenberg	 
	 	Name: Elliot Greenberg	 
	 	Title:  Vice President	 


 


[Amendment to Registration Rights Agreement]