EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of September 16, 2016 (this “Amendment”), is entered into by and
among Alcoa Inc., a Pennsylvania corporation (“Alcoa”, and from the Separation Transaction Effective Date (as defined below), “Arconic”), the Lenders (as defined in the Credit Agreement referenced below), SunTrust
Bank, Fifth Third Bank, Bayerische Landesbank, New York Branch and The Bank of Nova Scotia (each, a “New Lender” and collectively, the “New Lenders”) and Citibank, N.A., as administrative agent for the Lenders (in
such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement referenced below. 

W I T N E S S E T H: 

WHEREAS, reference is made to that certain Five-Year Revolving Credit Agreement, dated as of July 25, 2014 (as amended, restated, amended
and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), by and among Alcoa, the Lenders and Issuers from time to time party thereto, the Administrative Agent and JPMorgan Chase Bank, N.A., as
Syndication Agent; 
 WHEREAS, Alcoa intends to separate into two independent, publicly traded companies and in connection therewith
(i) Alcoa’s “upstream” business and related assets will be transferred to Alcoa Upstream Corporation, a Delaware corporation (“Alcoa Upstream”), (ii) Alcoa Upstream will be renamed “Alcoa
Corporation”, and (iii) Alcoa will be renamed “Arconic Inc.”, in all material respects with the terms publicly disclosed by Alcoa and in the Registration Statement on Form 10 of Alcoa Upstream Corporation, as such may be amended,
supplemented or modified from time to time (to the extent (i) not materially adverse to the Lenders, provided that any such amendments, supplements or modifications shall not be deemed to be material and adverse to the rights or interests of
the Lenders if relating to the inclusion of information for which there are placeholders in the Registration Statement on Form 10, such as the distribution ratio and the distribution and record dates or (ii) made with the prior written approval
of the Administrative Agent) (collectively, the “Separation Transaction”, and the date the Separation Transaction is consummated, the “Separation Transaction Effective Date”); 

WHEREAS, in connection with the Separation Transaction, the parties hereto wish to make certain amendments to the Credit Agreement as provided
herein. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Amendments to the Credit Agreement upon the
Amendment Effective Date. The parties hereto agree that the Credit Agreement shall be amended, with effect upon the Amendment Effective Date (as defined in Section 4 below), as follows: 

(a) Amendments to Article I (Definitions and Construction). 

(i) Section 1.01 of the Credit Agreement is hereby amended to insert the following new defined terms in their correct
alphabetical order: 
 “Amendment No. 1” shall mean Amendment No. 1 to this Agreement, dated as of
September 16, 2016 







 “Bail-In Action” shall mean the exercise of any Write-Down and
Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any
EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition or
(c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 “EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein
and Norway. 
 “EEA Resolution Authority” shall mean any public administrative authority or any person
entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor person), as in effect from time to time. 
 “Separation Transaction” shall
have the meaning assigned to such term in Amendment No. 1. 
 “Write-Down and Conversion Powers” shall
mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule. 
 (ii) The definition of “Lender Insolvency Event” in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Lender
Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general
assignment for the benefit of its creditors, (ii) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or
the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) a Lender
or its Parent Company becomes the subject of a Bail-in Action. Notwithstanding anything to the contrary above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any stock in such Lender or its Parent
Company by any Governmental Authority. 

  
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 (iii) The definition of “LIBO Rate” in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows: 
 “LIBO Rate” shall mean, with respect
to any LIBOR Borrowing for any Interest Period, an interest rate (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the London interbank offered rate (or a comparable or successor rate, which rate is approved by the Administrative
Agent) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) for deposits in either Dollars or Euros for a
period equal to the Interest Period for such LIBOR Borrowing at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. The Administrative Agent shall determine the LIBO Rate and such determination
shall be conclusive absent manifest error. Notwithstanding the foregoing, if the LIBO Rate shall be less than zero, such rate shall be deemed zero for the purposes of this Agreement. 

(b) Amendments to Article VI (Negative Covenants). Section 6.02 of the Credit Agreement is hereby amended to insert the following
new sentence at the end thereof: 
 “Notwithstanding anything to the contrary contained herein, nothing in this
Section 6.02 shall prohibit or otherwise restrict the Separation Transaction.” 
 (c) Amendments to Article X
(Miscellaneous). Article X of the Credit Agreement is hereby amended by inserting, after Section 10.19 thereof, the following new Section 10.20: 

SECTION 10.20. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-in Action on any such liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any
such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with
respect to any such liability under this Agreement or any other Loan Document; or 

  
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 (iii) the variation of the terms of such liability in connection with the
exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 SECTION 2. Amendments to the Credit Agreement
upon the Separation Transaction Effective Date. The parties hereto agree that the Credit Agreement shall be amended, with effect upon the Separation Transaction Effective Date, as follows: 

(a) Amendments to reflect the change of Alcoa’s name. Each reference in the Credit Agreement to “Alcoa” shall be
replaced with “Arconic”.  
 (b) Amendments to Article I (Definitions and Construction). 

(i) Section 1.01 of the Credit Agreement is hereby amended to insert the following new defined terms in their correct
alphabetical order: 
 “Consolidated EBITDA” means, for any period, for Arconic and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for federal, state, local and foreign income Taxes payable by Arconic and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense, (iv) other expenses of Arconic and its
Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and (v) the aggregate amount of fees and expenses incurred or attributed to Arconic or its Subsidiaries in connection with
the Separation Transaction and minus (b) all non-cash items increasing Consolidated Net Income for such period; provided, that, to the extent that the Separation Transaction Effective Date shall have occurred during such period,
all of the foregoing shall be determined on a pro forma basis as if the Separation Transaction Effective Date occurred at the beginning of such period. 

“Consolidated Interest Charges” means, for any period, for Arconic and its Subsidiaries on a consolidated
basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of Arconic and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred
purchase price of assets, in each case, to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of Arconic and its Subsidiaries with respect to such period under capital leases that is treated as interest
in accordance with GAAP. 
 “Consolidated Net Income” means, for any period, for Arconic and its
Subsidiaries on a consolidated basis, the net income of Arconic and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for such period. 

“Separation Transaction Effective Date” shall have the meaning assigned to such term in Amendment No. 1.

 (c) Amendments to Article VI (Negative Covenants). Section 6.03 of the Credit Agreement is hereby amended and restated in its
entirety as follows: 
 SECTION 6.03. Consolidated Leverage Ratio. Arconic shall not permit, at any time, the ratio of
(a) Indebtedness of Arconic and its Subsidiaries on a consolidated basis, 

  
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after eliminating intercompany items, as of such time to (b) Consolidated EBITDA for the period of the four fiscal quarters of Arconic most recently ended, to be greater than 5.50 to 1.00,
which maximum level shall step down successively to (i) 5.00 to 1.00 on June 30, 2017, (ii) 4.50 to 1.00 on December 31, 2017, (iii) 4.00 to 1.00 on December 31, 2018, and (iv) 3.50 to 1.00 on December 31,
2019, and thereafter. 
 SECTION 3. Reduction and deemed assignment of Commitments. 

(a) Upon the Separation Transaction Effective Date (i) the Total Commitments shall be automatically and permanently reduced by
$1,000,000,000 on a ratable basis, (ii) each New Lender shall become a party to the Credit Agreement as a “Lender” thereunder, and (iii) each Lender identified on the signature pages hereto as an “Exiting Lender” (each,
an “Exiting Lender”) shall be deemed to have assigned the entire amount of its Commitment and Loans (if any) to the other Lenders (including the New Lenders), allocated among the Lenders in such amounts as shall be required such
that, after giving effect to all of the foregoing, the Commitment of each Lender on the Separation Transaction Effective Date shall be as set forth on Exhibit A hereto. Exhibit A hereto shall be deemed to supersede and replace
Schedule 2.01(a) of the Credit Agreement upon the Separation Transaction Effective Date; provided, that, in the event that, following the date hereof but prior to the occurrence of the Separation Transaction Effective Date, any
Commitments are assigned or changed pursuant to the Credit Agreement (other than as set forth above), then upon the Separation Transaction Effective Date, the Administrative Agent shall make such changes to Exhibit A hereto solely to the
extent necessary to give effect to any such assignment or change and to the other provisions of this Section 3(a). 
 (b) In
furtherance of the foregoing, (i) each Exiting Lender shall cease to have a Commitment on the Separation Transaction Effective Date and shall cease to be a Lender under the Credit Agreement as though its Commitment had been assigned to the
other Lenders in accordance with Section 10.04(b) of the Credit Agreement, (ii) all unpaid interest, fees and other amounts owing to any Exiting Lender under the Credit Agreement immediately prior to the occurrence of the Separation
Transaction Effective Date shall be paid by Alcoa to such Exiting Lender on the Separation Transaction Effective Date and (iii) any outstanding Loans of the Exiting Lenders deemed assigned to the other Lenders pursuant to
Section 3(a) above shall be purchased at par by such Lenders from the Exiting Lenders on the Separation Transaction Effective Date. 

(c) Each New Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the Separation Transaction
Effective Date, become a Lender for all purposes of the Credit Agreement and have a Commitment in the principal amount set forth opposite its name on Exhibit A hereto. Each New Lender (i) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement,
(ii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, (iii) agrees to be bound by the terms of the Credit Agreement and perform in accordance with their terms all of the obligations that, by the terms of the Credit Agreement,
are required to be performed by it as a Lender, (iv) represents and warrants that it has full power and authority, and has taken all actions necessary, to execute and deliver this Amendment, to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement and (v) confirms it has delivered the documentation required under Section 2.18 of the Credit Agreement and an Administrative Questionnaire in the form supplied by the Administrative Agent,
duly completed by each New Lender. 

  
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 (d) Alcoa shall deliver to the Administrative Agent, on the Separation Transaction Effective
Date, a certificate of an officer of Alcoa confirming that the Separation Transaction Effective Date has occurred. 
 SECTION 4.
Conditions Precedent to Amendment Effective Date. 
 The amendments set forth in Section 1 shall be effective upon the
date on which the following conditions precedent are satisfied (such date, the “Amendment Effective Date”): 
 (a)
Amendment. The Administrative Agent shall have received counterparts of this Amendment, duly executed by Alcoa, the Lenders and the Administrative Agent. 

(b) Fees and Expenses. Alcoa shall have paid all reasonable and documented out-of-pocket costs and expenses required to be paid to the
Administrative Agent or its Affiliates and under Section 10.05 (Expenses; Indemnity) of the Credit Agreement, to the extent invoiced at least one Business Day prior to the Amendment Effective Date. 

SECTION 5. Representations and Warranties. To induce the Administrative Agent and the Lenders party hereto to enter into this
Amendment, Alcoa hereby represents and warrants to the Administrative Agent and the Lenders, that: 
 (a) Authorization. Alcoa has
the power and authority, corporate or otherwise, to execute, deliver and carry out the provisions of this Amendment, or to become a party to this Amendment in accordance with the terms hereof and to perform its obligations hereunder and under the
Credit Agreement as modified hereby, and all such action has been duly and validly authorized by all necessary proceedings, corporate or otherwise, on its part. 

(b) Enforceability. This Amendment has been duly executed and delivered by Alcoa and this Amendment and the Credit Agreement as
modified hereby constitute the legal, valid and binding obligations of Alcoa, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement
of creditors’ rights or by general principles of equity limiting the availability of equitable remedies. 
 (c) Governmental
Approvals. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Governmental Authority (other than filings under the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder) is necessary in connection with Alcoa’s execution and delivery of this Amendment, the consummation by Alcoa of the transactions contemplated hereby or
Alcoa’s performance of or compliance with the terms and conditions hereof or of the Credit Agreement as modified hereby. 
 (d) No
Conflict. None of the execution and delivery by Alcoa of this Amendment, the consummation by Alcoa of the transactions contemplated hereby or the performance by Alcoa of or compliance by Alcoa with the terms and conditions hereof or of the
Credit Agreement as modified hereby will (a) violate any law, constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority to which it is subject, (b) conflict with or
result in a breach or default under its charter or Memorandum and Articles of Association or by-laws (or equivalent organizational or governing documents), as applicable, (c) conflict with or result in a breach or default which is material in
the context of this Amendment under any agreement or instrument to which Alcoa is a party or by which it or any of its properties, whether now owned or hereafter acquired, may be subject or bound or (d) result in the creation or imposition of
any Lien prohibited by Section 6.01 of the Credit Agreement upon any property or assets, whether now owned or hereafter acquired, of Alcoa. 

  
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 (e) No Default; Representations and Warranties. On and as of the Amendment Effective Date
and the Separation Transaction Effective Date, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of Alcoa set forth in the Loan Documents are true and correct in all material
respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) with the same effect as though made on and as of the date hereof, except to the extent that any such
representation or warranty specifically refers to an earlier date, in which case such representation or warranty is true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse
Effect or other materiality qualifier) as of such earlier date. 
 SECTION 6. Reference to and Effect on the Credit Agreement.

 (a) From the Amendment Effective Date (i) this Amendment and the Credit Agreement shall be construed as a single instrument and
(ii) each reference in the Credit Agreement to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in each of the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby. 

(b) Except as expressly set forth in this Amendment, all of the terms and provisions of the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith are and shall remain in full force and effect and are hereby reaffirmed, ratified and confirmed, and the Borrowers shall continue to be bound by all of such terms and
provisions. 
 (c) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection
therewith. 
 (d) This Amendment is a Loan Document under (and as defined in) the Credit Agreement. 

SECTION 7. Miscellaneous. 

(a) Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. SECTION 10.11 AND 10.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY
HERETO. 
 (b) Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and
are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 
 (c) Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 10.03 of the Credit
Agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed
counterpart of this Amendment. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

					
	ALCOA INC.
		
	By:	 	 /s/ Peter Hong

		 	Name:	 	Peter Hong
		 	Title:	 	Vice President and Treasurer
	
	CITIBANK, N.A.,
	individually as a Lender and as Administrative Agent
		
	By:	 	 /s/ Michael Vondriska

		 	Name:	 	Michael Vondriska
		 	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Peter S. Predun

		 	Name:	 	Peter S. Predun
		 	Title:	 	Executive Director
	
	BNP PARIBAS, N.A., as a Lender
		
	By:	 	 /s/ Raymond G. Dunning

		 	Name:	 	Raymond G. Dunning
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Claudia Zarate

		 	Name:	 	Claudia Zarate
		 	Title:	 	Managing Director



  
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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Robert Hetu

		 	Name:	 	Robert Hetu
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Lorenz Meier

		 	Name:	 	Lorenz Meier
		 	Title:	 	Authorized Signatory
	
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /s/ Donna DeMagistris

		 	Name:	 	Donna DeMagistris
		 	Title:	 	Authorized Signatory
	
	MORGAN STANLEY BANK, N.A, as a Lender
		
	By:	 	 /s/ Pat Layton

		 	Name:	 	Pat Layton
		 	Title:	 	Authorized Signatory
	
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Jason C. Hedrick

		 	Name:	 	Jason C. Hedrick
		 	Title:	 	Authorized Signatory
	
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ James D. Weinstein

		 	Name:	 	James D. Weinstein
		 	Title:	 	Managing Director



  
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	THE BANK OF TOKYO-MITSUBISHI UFJ LTD., as a Lender
		
	By:	 	 /s/ Ravneet Mumick

		 	Name:	 	Ravneet Mumick
		 	Title:	 	Director
	
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Brian Crowley

		 	Name:	 	Brian Crowley
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Cara Younger

		 	Name:	 	Cara Younger
		 	Title:	 	Director
	
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Lindsay Kim

		 	Name:	 	Lindsay Kim
		 	Title:	 	Vice President
	
	BANK OF CHINA, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Haifeng Xu

		 	Name:	 	Haifeng Xu
		 	Title:	 	Executive Vice President



  
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	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Ming K. Chu

		 	Name:	 	Ming K. Chu
		 	Title:	 	Director
		
	By:	 	 /s/ Virginia Cosenza

		 	Name:	 	Virginia Cosenza
		 	Title:	 	Vice President
	
	INTESA SANPAOLO S.P.A. – NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ John J. Michalisin

		 	Name:	 	John J. Michalisin
		 	Title:	 	First Vice President
		
	By:	 	 /s/ Jonathan Sahr

		 	Name:	 	Jonathan Sahr
		 	Title:	 	Assistant Vice President
	
	THE BANK OF NEW YORK MELLON, as a Lender
		
	By:	 	 /s/ William M. Feathers

		 	Name:	 	William M. Feathers
		 	Title:	 	Vice President
	
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Kenneth R. Fieler

		 	Name:	 	Kenneth R. Fieler
		 	Title:	 	Vice President



  
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	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Kan Chen

		 	Name:	 	Kan Chen
		 	Title:	 	Vice President
		
	By:	 	 /s/ Linjia Zhou

		 	Name:	 	Linjia Zhou
		 	Title:	 	Executive Director
	
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:	 	 /s/ Mark Koneval

		 	Name:	 	Mark Koneval
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Gordon Yip

		 	Name:	 	Gordon Yip
		 	Title:	 	Director
	
	BANCO BRADESCO S.A., NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Amir da Silva

		 	Name:	 	Amir da Silva
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Sheico A. Pimenta

		 	Name:	 	Sheico A. Pimenta
		 	Title:	 	Authorized Signatory
	
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Reg Williams

		 	Name:	 	Reg Williams
		 	Title:	 	Authorized Signatory



  
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	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Joseph McElhinny

		 	Name:	 	Joseph McElhinny
		 	Title:	 	Vice President
	
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Shreya Shah

		 	Name:	 	Shreya Shah
		 	Title:	 	Senior Vice President
	
	CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Xin Wang

		 	Name:	 	Xin Wang
		 	Title:	 	Department Head of Corporate Banking U.S. Group
		
	By:	 	 /s/ Joseph M. Loffredo

		 	Name:	 	Joseph M. Loffredo
		 	Title:	 	Assistant General Manager
	
	SOCIETE GENERALE, as a Lender
		
	By:	 	 /s/ ShelleyYu

		 	Name:	 	ShelleyYu
		 	Title:	 	Director
	
	STANDARD CHARTERED BANK, as a Lender
		
	By:	 	 /s/ Steven Aloupie

		 	Name:	 	Steven Aloupie
		 	Title:	 	Managing Director Loan Syndications
		 		 	Standard Chartered Bank



  
 [SIGNATURE
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	DBS BANK LTD., as a Lender
		
	By:	 	 /s/ Yeo How Ngee

		 	Name:	 	Yeo How Ngee
		 	Title:	 	Managing Director
	
	RIYAD BANK, HOUSTON AGENCY, as a Lender
		
	By:	 	 /s/ Michael Meiss

		 	Name:	 	Michael Meiss
		 	Title:	 	General Manager
		
	By:	 	 /s/ Paul N. Travis

		 	Name:	 	Paul N. Travis
		 	Title:	 	Vice President & Head of Corporate Finance
	
	WESTPAC BANKING CORPORATION, as a Lender
		
	By:	 	 /s/ Stuart Brown

		 	Name:	 	Stuart Brown
		 	Title:	 	Director
	
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as an Exiting Lender
		
	By:	 	 /s/ Robert Grillo

		 	Name:	 	Robert Grillo
		 	Title:	 	Director



  
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	 BANCO DO BRASIL S.A., acting through its

New York Branch, as an Exiting Lender

		
	By:	 	 /s/ Reinaldo Lima

		 	Name:	 	Reinaldo Lima
		 	Title:	 	Deputy General Manager
		
	By:	 	 /s/ Joäo Fruet

		 	Name:	 	Joäo Fruet
		 	Title:	 	Deputy General Manager
	
	SUNTRUST BANK, as a New Lender
		
	By:	 	 /s/ Johnetta Bush

		 	Name:	 	Johnetta Bush
		 	Title:	 	Vice President
	
	FIFTH THIRD BANK, as a New Lender
		
	By:	 	 /s/ Michael S. Barnett

		 	Name:	 	Michael S. Barnett
		 	Title:	 	Managing Director
	
	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as a New Lender
		
	By:	 	 /s/ Rolf Siebert

		 	Name:	 	Rolf Siebert
		 	Title:	 	Executive Director
		
	By:	 	 /s/ Matthew DeCarlo

		 	Name:	 	Matthew DeCarlo
		 	Title:	 	Senior Director



  
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PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT] 








 
					
	THE BANK OF NOVA SCOTIA, as a New Lender
		
	By:	 	 /s/ Mauricio Saishio

		 	Name:	 	Mauricio Saishio
		 	Title:	 	Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT] 








 EXHIBIT A 

SCHEDULE 2.01(a) 
 TO CREDIT
AGREEMENT 
 LENDERS AND COMMITMENTS 
  

					
	 Lender
	  	Commitment	 
	 Citibank, N.A.
	  	$	175,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	175,000,000	  
	 BNP Paribas
	  	$	170,000,000	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	170,000,000	  
	 Mizuho Bank, Ltd.
	  	$	170,000,000	  
	 Morgan Stanley Bank, N.A.
	  	$	170,000,000	  
	 Royal Bank of Canada
	  	$	170,000,000	  
	 Sumitomo Mitsui Banking Corp.
	  	$	170,000,000	  
	 SunTrust Bank
	  	$	170,000,000	  
	 The Bank of Tokyo-Mitsubishi UFJ Ltd.
	  	$	170,000,000	  
	 Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	  	$	93,000,000	  
	 Bank of America, N.A.
	  	$	93,000,000	  
	 Bank of China, New York Branch
	  	$	93,000,000	  
	 Deutsche Bank AG New York Branch
	  	$	93,000,000	  
	 Intesa Sanpaolo S.p.A. – New York Branch
	  	$	93,000,000	  
	 The Bank of New York Mellon
	  	$	93,000,000	  
	 U.S. Bank National Association
	  	$	93,000,000	  
	 Industrial and Commercial Bank of China Limited, New York Branch
	  	$	80,000,000	  
	 Crédit Agricole Corporate and Investment Bank
	  	$	67,500,000	  
	 Banco Bradesco S.A., New York Branch
	  	$	50,000,000	  
	 Fifth Third Bank
	  	$	50,000,000	  
	 Goldman Sachs Bank USA
	  	$	50,000,000	  
	 PNC Bank, National Association
	  	$	50,000,000	  
	 TD Bank, N.A.
	  	$	50,000,000	  
	 Bayerische Landesbank, New York Branch
	  	$	37,500,000	  
	 China Merchants Bank Co., Ltd., New York Branch
	  	$	37,500,000	  
	 Societe Generale
	  	$	37,500,000	  
	 Standard Chartered Bank
	  	$	37,500,000	  
	 The Bank of Nova Scotia
	  	$	37,500,000	  
	 DBS Bank Ltd.
	  	$	18,000,000	  
	 Riyad Bank, Houston Agency
	  	$	18,000,000	  
	 Westpac Banking Corporation
	  	$	18,000,000	  
		  	  
	  
	 
	 Total
	  	$	3,000,000,000