a1035muscleshoalsfirstom






EXECUTION VERSION  Constellium: First Omnibus Amendment  745268061  FIRST OMNIBUS AMENDMENT  This FIRST OMNIBUS AMENDMENT, dated as of December 21, 2021 (this  “Amendment”) is:  (1) THE FIRST AMENDMENT to the RECEIVABLES SALE AGREEMENT,  between Constellium Muscle Shoals LLC, as seller (the “RSA Seller) and Constellium Muscle  Shoals Funding III LLC, as purchaser; and  (2) THE FIRST AMENDMENT to the RECEIVABLES PURCHASE AGREEMENT,  among Constellium Muscle Shoals Funding III LLC, as seller (the “RPA Seller”), Constellium  Muscle Shoals LLC, as servicer (the “Servicer”), Deutsche Bank Trust Company Americas,  Deutsche Bank AG New York Branch, and each other subsidiary or affiliate of either such party  who may from time to time become a party hereto (collectively, “DB”), in such capacity as a  purchaser hereunder (each, a “RPA Purchaser”), and Intesa Sanpaolo S.p.A., New York Branch  and each subsidiary or affiliate who may from time to time become a party hereto (collectively,  “Intesa”), in its capacity as a purchaser hereunder (each, a “Purchaser” and, together with DB, and  each of their permitted successors and assigns, collectively, the “Purchasers”), and in its capacity  as purchaser representative hereunder (together with its successors and permitted assigns in such  capacity, the “Purchaser Representative”).  RECITALS  WHEREAS, the RSA Seller and the RPA Seller have heretofore entered into the  RECEIVABLES SALE AGREEMENT, dated as of September 30, 2021 (as amended, restated,  supplemented, assigned or otherwise modified from time to time, the “Receivables Sale  Agreement”);  WHEREAS, Constellium International SAS (the “Parent”) has heretofore entered into a  PERFORMANCE UNDERTAKING, dated as of September 30, 2021, in favor of the RPA Seller  with respect to obligations under the Receivables Sale Agreement (the “First Tier Parent  Guarantee”);  WHEREAS, the RPA Seller, the Servicer, Intesa (in its capacity as purchaser and  purchaser representative) and DB (in its capacity as purchaser) heretofore entered into the  RECEIVABLES PURCHASE AGREEMENT, dated as of September 30, 2021 (as amended,  restated, supplemented or otherwise modified from time to time, the “Receivables Purchase  Agreement”; together with the Receivables Sale Agreement, each an “Agreement” and  collectively, the “Agreements”);  WHEREAS, the Parent has heretofore entered into an PERFORMANCE  UNDERTAKING, dated as of September 30, 2021, in favor of the Purchasers with respect to  obligations under the Receivables Purchase Agreement (the “Second Tier Parent Guarantee,” and  together with the First Tier Parent Guarantee, the “Guarantees”);   WHEREAS, the parties hereto seek to modify each of the Agreements upon the terms  hereof.  





 






   2 Constellium: First  Omnibus Amendment  745268061  NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and  sufficiency of which are hereby acknowledged and confirmed), the parties hereto agree as follows:  SECTION 1.  Definitions.  Unless otherwise defined or provided herein, capitalized terms  used herein have the meanings attributed thereto in (or by reference in) the Agreements, as  applicable.  SECTION 2.Amendments to the Receivables Sale Agreement.  Effective upon the  satisfaction of the conditions in Section 5 below, the Receivables Sale Agreement is hereby  amended to delete the stricken text (indicated textually in the same manner as the following  example: stricken text) and to add the double−underlined text (indicated textually in the same  manner as the following example: double−underlined text) shown on the marked pages of the  Receivables Purchase Agreement attached hereto as Exhibit A.  SECTION 3. Amendments to the Receivables Purchase Agreement. Effective upon the  satisfaction of the conditions in Section 5 below, the Receivables Sale Agreement is hereby  amended to delete the stricken text (indicated textually in the same manner as the following  example: stricken text) and to add the double−underlined text (indicated textually in the same  manner as the following example: double−underlined text) shown on the marked pages of the  Receivables Purchase Agreement attached hereto as Exhibit B.  SECTION 4.  Consent.  The Parent hereby (a) consents to the RSA Seller and the RPA  Seller entering into this Amendment (including, without limitation, the addition of DB as a new  Purchaser under the Receivables Purchase Agreement), (b) confirms and restates its obligations  under the First Tier Parent Guarantee and the Second Tier Parent Guarantee with respect to (i) the  effectiveness of the Receivables Sale Agreement and the Receivables Purchase Agreement,  respectively, each of which may be amended from time to time.  The Parent further confirms and  agrees that the First Tier Parent Guarantee and the Second Tier Parent Guarantee have not been  annulled, revoked,  rescinded or terminated prior to the date hereof.  SECTION 5.Condition to Effectiveness.  This Amendment shall become effective on the  later of  January 1, 2022 or the date on which all of the following conditions have been satisfied  (the “Effective Date”):  5.1 each of the parties hereto shall have received counterparts of this Amendment  executed by each of the other parties hereto (including facsimile or e-mail signature pages); and  5.2 the representations and warranties contained in each of the Agreements and in this  Amendment shall be true and correct both as of the date hereof and immediately after giving effect  to this Amendment.  SECTION 6.  Representations and Warranties.  Each of the RSA Seller, RPA Seller and  the Parent, on and as of the date hereof, make the following representations and warranties:  6.1 Authority.  Each such party has the requisite corporate power and authority to  execute and deliver this Amendment and to perform its obligations hereunder and under the  Agreements (as amended hereby) and the Guarantees, as the case may be.  The execution and  delivery and performance by such party of this Amendment and the performance of the  





 






   3 Constellium: First  Omnibus Amendment  745268061  Agreements (as amended hereby) and the Guarantees, as the case may be, have been duly approved  by all necessary corporate action, and no other corporate proceedings are necessary to consummate  such transactions;  6.2 Enforceability.  This Amendment has been duly executed and delivered by each  such party.  Each of the Agreements (as amended hereby) and the Guarantees, as the case may be,  is a legal, valid and binding obligation enforceable against such party in accordance with its terms,  subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights  of creditors and to general principles of equity, and is in full force and effect;  6.3 Representations, Warranties and Covenants.  Each such party’s representations,  warranties and covenants contained in the Agreements and the Guarantees, as the case may be  (other than any such representations or warranties that, by their terms, are specifically made as of  a date other than the date hereof), are correct on and as of the date hereof as though made on and  as of the date hereof; and  6.4 No Termination Event.  No Termination Event has occurred and is continuing.  SECTION 7.  Effect of Amendment; Miscellaneous.  7.1 Upon the effectiveness of this Amendment, (i) all references in the Receivables  Sale Agreement or in any other Transaction Document to “the Receivables Sale Agreement,” “this  Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables  Sale Agreement, shall be deemed to be references to the Receivables Sale Agreement as amended  by this Amendment and (ii) all references in the Receivables Purchase Agreement or in any other  Transaction Document to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,”  “herein” or words of similar effect, in each case referring to the Receivables Purchase Agreement,  shall be deemed to be references to the Receivables Purchase Agreement as amended by this  Amendment.  7.2 Except as specifically amended hereby, the Agreements and all other Transaction  Documents, instruments and agreements executed and/or delivered in connection therewith shall  remain in full force and effect and are hereby ratified and confirmed in all respects.  7.3 The execution, delivery and effectiveness of this Amendment shall not operate as a  waiver of any right, power or remedy of the Purchaser or any of its assignees under the Agreements  or any other Transaction Document, instrument, or agreement executed in connection therewith,  nor constitute a waiver of any provision contained therein.  7.4 All reasonable costs and expenses of the Purchaser Representative related to the  preparation, negotiation and delivery of this Amendment shall be for the account of and promptly  paid by the RSA Seller.  SECTION 8.  Counterparts.  This Amendment may be executed in any number of  counterparts and by different parties on separate counterparts, and each counterpart shall be  deemed to be an original, and all such counterparts shall together constitute but one and the same  instrument.  





 






   4 Constellium: First  Omnibus Amendment  745268061  SECTION 9.  Governing Law.  This Amendment shall be governed by the laws of the State  of New York, without giving effect to conflict of laws principles that would require the application  of the law of any other jurisdiction.  SECTION 10.  Transaction Document.  This Amendment shall be a Transaction Document  under each of the Agreements.  SECTION 11.  Section Headings.  The various headings of the Amendment are inserted  for convenience only and shall not affect the meaning or interpretation of this Amendment or the  Agreements or any provision hereof or thereof.  SECTION 12.  Severability.  If any one or more of the agreements, provisions or terms of  this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such  agreements, provisions or terms shall be deemed severable from the remaining agreements,  provisions and terms of this Amendment and shall in no way affect the validity or enforceability  of the provisions of this Amendment.  .  [Signatures follow]    





 






   S-1 Constellium: First Omnibus Amendment  745268061  IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first  written above.  CONSTELLIUM MUSCLE SHOALS FUNDING  III, LLC as RPA Seller and Servicer    By: /s/ Rina Teran  Name: Rina Teran  Title: Vice President and Secretary    CONSTELLIUM MUSCLE SHOALS LLC, as  RSA Seller and Servicer    By: /s/ Rina Teran  Name: Rina Teran  Title: Vice President and Secretary     





 






   S-2 Constellium: First Omnibus Amendment  745268061    INTESA SANPAOLO S.P.A., NEW YORK  BRANCH, as a Purchaser and as Purchaser  Representative    By: /s/ Marco Fracchia  Name: Marco Fracchia  Title: Head of Financial Institutions - SEF & TEF      By: /s/ Vamsi Potukuchi  Name: Vamsi Potukuchi  Title: Business Director      Intesa’s Aggregate Commitment:  $200,000,000.00    Intesa’s Sublimit Commitment for Crown Cork and  Seal USA, Inc.: $70,000,000.00       





 






   S-3 Constellium: First Omnibus Amendment  745268061  DEUTSCHE BANK TRUST COMPANY  AMERICAS, as a Purchaser     By: /s/ Jonathan Lidz  Name: Jonathan Lidz  Title: Director    By: /s/ Thomas Sakellariou  Name: Thomas Sakellariou  Title: Director    DEUTSCHE BANK AG NEW YORK BRANCH,  as a Purchaser     By: /s/ Leonardo Melhem  Name: Leonardo Melhem  Title: Director    By: /s/ Michael Arrizurieta  Name: Michael Arrizurieta  Title: Assistant Vice President    DB’s Aggregate Commitment: $100,000,000.00    DB’s Sublimit Commitment for Crown Cork and  Seal USA, Inc.: $40,000,000.00       





 






   S-4 Constellium: First Omnibus Amendment  745268061  ACKNOWLEDGED AND AGREED:    CONSTELLIUM INTERNATIONAL SAS,  as the Parent      By: /s/ Laurent Schmitt  Name: Laurent Schmitt  Title: General Manager              





 






   A-1 Constellium: First Omnibus Amendment  745268061  EXHIBIT A                                





 






EXECUTION VERSION    745268223  RECEIVABLES SALE AGREEMENT  This RECEIVABLES SALE AGREEMENT (as it may be amended, modified or  supplemented from time to time, this “Agreement”) is made as of September 30, 2021, between  Constellium Muscle Shoals LLC, a Delaware limited liability company (“Seller”) and Constellium  Muscle Shoals Funding III LLC, a Delaware limited liability company (“Purchaser”).  RECITALS  WHEREAS, Seller is a supplier of goods or services to each account debtor listed on  Schedule 1  hereto (each an “Account Debtor” and, collectively, the “Account Debtors”) and is the  legal and beneficial owner of Receivables (as hereinafter defined) payable by each such Account  Debtor;   WHEREAS, Seller desires to sell certain Receivables to Purchaser, and Purchaser is  willing to purchase from Seller such Receivables, in which case the terms set forth herein shall  apply to such purchase and sale;  WHEREAS, the Purchaser and Wise Alloys Funding II, LLC have previously entered into  that certain Receivables Sale Agreement dated as of March 16, 2016 (as amended through and  prior to the date hereof, the “Prior Agreement”);  WHEREAS, the Prior Agreement is expiring pursuant to its terms on September 30, 2021  and the parties hereto wish to replace the Prior Agreement with this Agreement.  THEREFORE, for good and valuable consideration, the sufficiency of which is hereby  acknowledged, the parties hereto agree as follows:  1. DEFINITIONS.  (a) Certain capitalized terms used in this Agreement shall have the meanings  given to those terms in Exhibit A attached hereto and thereby incorporated herein.  (b) As used in this Agreement, the terms “include” and “including” shall be  read as if followed by “without limitation” whether or not so followed.  2. SALE AND PURCHASE.  (a) Sale. Commencing on the date hereof and ending on the Purchase  Termination Date, Seller may from time to time make an offer to sell to Purchaser certain Proposed  Receivables by submitting to Purchaser a request substantially in the form of Exhibit B hereto by  2:00 p.m., (New York City time), at least three Business Days prior to any purchase hereunder (a  “Purchase Request”), and Purchaser agrees, subject to the requirements for purchase and all of the  terms and conditions therefor set forth herein (including the conditions precedent set forth in  Section 2(c)), to purchase or accept as a capital contribution, as set forth in Section 2(e) from Seller  the Proposed Receivables identified in such Purchase Request. Subject to the satisfaction of the  conditions precedent set forth in Section 2(c) hereof, Purchaser shall and hereby does purchase or  accept as a capital contribution, as set forth in Section 2 (e)  from Seller, and Seller shall and hereby  





 






   2  745268223  does sell to Purchaser, without representation, warranty, covenant or recourse except as expressly  provided herein, all of Seller’s right, title and interest in such Proposed Receivables and all Related  Rights with respect thereto as of the applicable Purchase Date (all such Proposed Receivables  together with such Related Rights, once sold and purchased hereunder, being referred to,  collectively, as the “Purchased Receivables”). The Seller shall not request and Purchaser shall not  be required to fund more than two (2) purchases per week, to take place on the Monday and  Thursday of each week (or, if any such day is not a Business Day, on the immediately following  Business Day). No single request for purchase hereunder shall be for an amount less than $250,000.  (b) Term. This Agreement shall continue in effect until the Purchase  Termination Date, provided that Purchaser shall have the right to terminate this Agreement at any  time (i) upon ten (10) days’ prior written notice to Seller in the event that Purchaser is legally  prohibited under applicable law or any rule or regulation applicable to Purchaser from being a  party to this Agreement or consummating the transactions contemplated hereunder, (ii) as provided  in Section 5 below and, (iii) as provided in paragraphs (b), (c) and (d) of Section 7 below; provided  further, that Seller shall have the right to terminate this Agreement upon thirty (30) days’ prior  written notice to Purchasers. Termination shall not affect the rights and obligations of the parties  with respect to Purchased Receivables sold hereunder prior to the Purchase Termination Date or  are expressed to survive termination hereof. Notwithstanding the foregoing, so long as no  Termination Event or Unmatured Termination Event has occurred and is continuing, Seller may  provide a written request to Purchaser no less than 90 days prior to the then existing Purchase  Termination Date of its desire to extend the then current Purchase Termination Date and Purchaser  shall notify Seller within 30 days of the then existing Purchase Termination Date whether it has  elected and agreed (in its sole discretion) to extend such Purchase Termination Date for a period  not longer than an additional term of 728 days from the date of such election by the Purchaser.  (c) Conditions Precedent. Each purchase of Proposed Receivables described in  a Purchase Request is subject to the satisfaction of the following conditions prior to (and, if  applicable, after giving effect to) the proposed Purchase Date, all to the reasonable satisfaction of  Purchaser:  (i) No event has occurred and is continuing, or would result from such  purchase that constitutes a Termination Event or an Unmatured Termination Event;  (ii) No Material Adverse Change has occurred since the last purchase of  Receivables under this Agreement with respect to Seller or Parent;  (iii) [Reserved];  (iv) There are no amounts then due and owing by the Seller to the  Account Debtor in respect of any Purchased Receivable (including, without limitation, in  relation to any adjustments or settlements related to any preliminary invoices, based on any  agreements with respect thereto between the Seller and the Account Debtor) and (B) the  Offset Condition shall be satisfied before and after giving effect to the purchase of such  Proposed Receivables;  (v) [Reserved];  





 






   3  745268223  (vi) Purchaser shall have received at least three Business Days prior to  any purchase (A) a Purchase Request with respect to the Proposed Receivables, (B) the  related Contract (or portion thereof that is permitted to be disclosed to the Purchaser by the  parties to such applicable Contract) for such Proposed Receivables, and (C) such additional  supporting documentation that Purchaser may have reasonably requested;  (vii) Purchaser is not legally prohibited from purchasing the Proposed  Receivables listed on the relevant Purchase Request;  (viii) The representations and warranties contained in this Agreement and  the Purchase Request shall be true and correct (subject to any applicable materiality  qualification to the extent expressly set forth in any particular representation or warranty)  on and as of such Purchase Date;  (ix) Seller and Parent shall be in compliance (subject to any applicable  materiality qualification to the extent expressly set forth in any particular covenant or other  provision) with each term, covenant and other provision of this Agreement and the Parent  Guarantee applicable to Seller or Parent, as applicable;  (x) No Event of Repurchase shall then exist hereunder or under (and as  defined in) the Prior Agreement, unless Seller has repurchased and paid (or is paying on  such proposed Purchase Date and Purchaser is satisfied that Seller will be paying on such  proposed Purchased Date in cash), the full amount of the Repurchase Price (or the amount  subject to Dispute or Dilution, to the extent provided pursuant to Section 7 hereof) for the  affected Purchased Receivables pursuant to the terms of Section 7 hereof;  (xi) Following the sale and purchase of the Proposed Receivables set  forth in the related Purchase Request, the sum of (x) the Outstanding Aggregate Purchase  Amount for all Purchased Receivables hereunder, plus (y) the Prior Agreement  Outstanding Aggregate Purchase Amount, which remain outstanding, shall not exceed the  Facility Amount hereunder;  (xii) (A) No Account Debtor Insolvency Event shall have occurred and  be continuing with respect to any Account Debtor obligated on the Proposed Receivables  described in such Purchase Request, and no Insolvency Event with respect to Seller or  Parent shall have occurred and be continuing; and (B) neither Moody’s nor Standard &  Poor’s shall have rated or downgraded Anheuser-Busch InBev SA/NV from its current  rating to a rating below Baa3 (in the case or Moody’s) or below BBB- (in the case of  Standard & Poor’s);  (xiii) [Reserved]; and  (xiv) On the initial Purchase Date, Purchaser shall have received each of  the following documents, each dated such date and in form and substance satisfactory to  Purchaser:  (A) Executed counterparts of this Agreement and each of the  other Transaction Documents by the parties thereof;  





 






   4  745268223  (B) [Reserved];  (C) A certificate of each of the Secretary or Assistant Secretary  of Seller and the Parent, certifying the names and true signatures of the incumbent  officers authorized on behalf of such Person to execute and deliver this Agreement,  each Purchase Request, the other Transaction Documents and any other documents  to be executed or delivered by it hereunder, together with its Organizational  Documents and board resolutions, evidencing necessary organizational action and  governmental approvals, if any, necessary for Seller and Parent to execute, deliver  and perform its obligations under this Agreement and the other Transaction  Documents.  (D) UCC, tax and judgment lien searches, bankruptcy and  pending lawsuit searches or equivalent reports or searches, listing all effective  financing statements, lien notices or comparable documents that name Seller as  debtor and that are filed in those state and county jurisdictions in which Seller is  organized or maintains its principal place of business or chief executive office and  such other searches that Purchaser deems reasonably necessary or appropriate.  (E) Acknowledgment copies of proper termination statements  (Form UCC-3) and any other relevant filings necessary to evidence the release of  all security interests, ownership and other rights of any Person previously granted  by Seller in the Proposed Receivables.  (F) Copies of proper Uniform Commercial Code financing  statements identifying Seller as “seller” and Purchaser as “buyer”, together with  evidence that they have been duly filed on or before the initial Purchase Date in the  correct filing office under the Uniform Commercial Code of the jurisdiction in  which seller is located for purposes of the UCC.  (G) A good standing certificate for each of Seller and Parent  from its respective jurisdiction of organization.  (H) A fully completed Seller Information Schedule in the form  attached as Schedule 2, containing certain factual information regarding Seller to  the extent that such information was not previously delivered to Purchaser.  (I) A duly executed Parent Guarantee, together with a  secretary’s certificate of Parent and such other documentation relating to Parent as  Purchaser may request.  (J) A schedule of Receivables purchased by the Purchaser from  the Seller on each Purchase Date, as such schedule may be amended, modified,  updated or supplemented from time to time as Receivables are purchased  hereunder.  (d) Purchase Price. The purchase price for any Purchased Receivable purchased  on any Purchase Date (the “Purchase Price”) shall be determined on and as of the applicable  





 






   5  745268223  Purchase Date (without any subsequent adjustment whether for late payment, credit rating  deterioration or otherwise), shall be paid to Seller on the Purchase Date and shall be equal to:  Purchase Price = A - (A x (B x (C/360)), where:  A = Net Invoice Amount  B = Discount Rate  C = Number of days between the Purchase Date and the Scheduled Payment  Date (including the Purchase Date, but not including the Scheduled  Payment Date)  (e) On each Purchase Date, the Purchase Price for Purchased Receivables  purchased by the Purchaser shall be paid by the Purchaser to such account designated by the Seller  in immediately available funds or to the extent that available cash on such date of purchase is less  than the Purchase Price, by Seller as a capital contribution by Seller to Purchaser in respect of  Seller’s sole membership interest in Purchaser, deemed a concurrent assignment and conveyance  thereof, in an amount equal to such difference.  (f) True Sale; No Recourse. Except as otherwise provided in Section 7 hereof,  each purchase of the Purchased Receivables is made without recourse to Seller, and Seller shall  have no liability to Purchaser and Purchaser shall be solely responsible for Account Debtor’s  failure to pay any Purchased Receivable when it is due and payable under the terms applicable  thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such  assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables.  Purchaser and Seller have structured the transactions contemplated by this Agreement as a sale,  and Purchaser and Seller each agree to treat each such transaction as a “true sale” for all purposes  under applicable law and accounting principles, including, without limitation, in their respective  books, records, computer files, tax returns (federal, state and local), regulatory and governmental  filings (and shall reflect such sale in their respective financial statements). Notwithstanding the  intent of the parties hereunder, in the event that the transfers hereunder are recharacterized as other  than a sale from the Seller to the Purchaser, then in order to secure all of Seller’s obligations  (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due  or to become due, direct or indirect, absolute or contingent, Seller hereby grants to Purchaser a  security interest in all of Seller’s right, title and interest (including any undivided interest of Seller)  in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all  Purchased Receivables and all Related Rights with respect thereto, (ii) all Collections with respect  to such Purchased Receivables, (iii) [reserved], (iv) [reserved], and (v) all proceeds of, and all  amounts received or receivable under any or all of, the foregoing (collectively, the “Sold Assets”).  (g) Facility Amount.  The Seller shall have the unilateral right to reduce the  Facility Amount by providing the Purchaser with thirty (30) days’ prior written notice of such  reduction in the Facility Amount. The reduction of the Facility Amount shall be effective as of the  date set forth in the Seller’s written notice to the Purchaser.  3. REPRESENTATIONS AND WARRANTIES. Until the later of the Purchase  Termination Date and the last Invoice Due Date (subject to any provisions hereof which by their  





 






   6  745268223  express terms survive termination, and subject to any specific representations which are expressly  limited to a particular date or dates) Seller represents and warrants to Purchaser that on the date  hereof and on each Purchase Date, the representations and warranties set forth below are true and  correct (subject to any applicable materiality qualification to the extent expressly set forth in any  particular representation or warranty below):  (a) Proposed Receivables.  (i) With respect to each transfer of Receivables hereunder, as of the  date of the applicable Purchase Request and the related Purchase Date for such Proposed  Receivable, the information contained in the applicable Purchase Request in respect of  such Proposed Receivable on the applicable Purchase Date is a true and correct list of the  Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice  Amount due in respect thereof and the Invoice Due Date, in each case, for each applicable  Proposed Receivable that is the subject of such Purchase Request. With respect to the  Proposed Receivables listed on the related Purchase Request to be transferred on the  applicable Purchase Date, as of the date of the applicable Purchase Request and the related  Purchase Date for such Proposed Receivable, (A) all information contained in each  Purchase Request is accurate in all respect, (B) each invoice related to such Proposed  Receivable is accurate in all respects as of its date and the Purchase Date, as applicable,  (C) Purchaser has received true and correct copies of all the relevant documentation  relating to each of the Proposed Receivables requested by Purchaser, (D) none of the  Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each  such term is defined in Article 9 of the UCC), (E) each of the Proposed Receivables is in  full force and effect and is the valid and binding obligation of the applicable Account  Debtor, enforceable in accordance with its terms, and constitutes the applicable Account  Debtor’s legal, valid and binding obligation to pay to Seller the amount of the Purchased  Receivables, subject to, bankruptcy, insolvency, reorganization, arrangement, moratorium  and other laws of general applicability relating to or affecting creditors’ rights, (F) neither  Seller nor any Account Debtor is in default in the performance of any of the provisions of  the documentation applicable to its transactions included within any Proposed Receivables,  including any of the Contracts relating to such Proposed Receivables, (G) each Proposed  Receivable and the Contract and sale terms related thereto are not subject to any Dispute,  whether arising out of the transactions contemplated by this Agreement or independently  thereof and (H) Seller has delivered to the Account Debtor all property or performed all  services required to be so delivered or performed by the terms of the documentation giving  rise to the Proposed Receivables. The payments due with respect to each Proposed  Receivable are not contingent upon Seller’s or Originator’s fulfillment of any further  obligation.  (ii) With respect to the Proposed Receivables listed on a Purchase  Request, as of the date of the applicable Purchase Request and the related Purchase Date  for such Proposed Receivables, each Proposed Receivable listed in such Purchase Request  is an Eligible Receivable and a bona fide payment obligation of the applicable Account  Debtor identified in the applicable invoice and due on the Invoice Due Date for such  Proposed Receivable.  





 






   7  745268223  (iii) Each Proposed Receivable (A) arises under a Contract between  Originator and the applicable Account Debtor, (B) does not require the applicable Account  Debtor or any other Person to consent to the transfer, sale or assignment of Seller’s rights  to payment under such agreement and (C) does not contain a confidentiality provision that  purports to restrict the ability of Purchaser to exercise its rights under this Agreement.  (iv) Seller is the legal and beneficial owner of each Proposed Receivable  free and clear of any lien, encumbrance or security interest, and upon each purchase of a  Proposed Receivable, Purchaser shall acquire valid ownership of each Purchased  Receivable and the Collections and Related Rights with respect thereto prior to all other  Persons.  (v) No sale or assignment hereunder constitutes a fraudulent transfer or  conveyance under any United States federal or applicable state bankruptcy or insolvency  laws or is otherwise void or voidable under such or similar laws or principles or for any  other reason.  (vi) All Proposed Receivables (i) were originated by Seller in the  ordinary course of its business, and (ii) sold to Purchaser hereunder, as applicable, for fair  consideration and reasonably equivalent value.  (vii) No proceeds of any purchase will be used (i) for any purpose that  violates any applicable law, rule or regulation, including Regulations T, U or X of the  Federal Reserve Board or (ii) to acquire any security in any transaction which is subject to  Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.  (b) Seller. Seller is a limited liability company, duly formed, validly existing  and in good standing under the laws of the State of Delaware and is duly qualified to do business,  and is in good standing, in every jurisdiction where the nature of its business requires it to be so  qualified except where the failure to be so qualified would not have a material adverse effect on  the ability of Seller to fulfill its obligations hereunder or on the validity or enforceability of, or the  rights, remedies or benefits available to Purchaser under this Agreement. Seller is not subject to  any Insolvency Event.  (c) [Reserved.]  (d) No Conflict, etc. The execution, delivery and performance by Seller of this  Agreement, each Purchase Request and each other document to be delivered by Seller, (i) are  within its corporate or other organizational powers, (ii) have been duly authorized by all necessary  corporate or other organizational action, and (iii) do not contravene (A) its Organizational  Documents, (B) any law, rule or regulation applicable to it, (C) any contractual restriction binding  on or affecting it or its property, or (D) any order, writ, judgment, award, injunction or decree  binding on or affecting it or its property. The Agreement has been duly executed and delivered by  Seller. Seller has furnished to Purchaser a true, correct and complete copy of its Organizational  Documents, including all amendments thereto.  (e) Authorizations; Filings. No authorization or approval or other action by, and  no notice to or filing with, any governmental entity is required for the due execution, delivery and  





 






   8  745268223  performance by Seller of this Agreement or any other document to be delivered thereunder except  for the filing of any Uniform Commercial Code financing statements as may be necessary to  perfect the sale of Purchased Receivables pursuant to this Agreement and UCC-3 statements  releasing existing liens on the Receivables. Other than the Uniform Commercial Code financing  statements to be released pursuant to the UCC-3s as aforementioned, no Uniform Commercial  Code financing statement or other instrument similar in effect naming Seller as debtor or seller  and covering any Purchased Receivable is on file in any filing or recording office, except those  filed in favor of Purchaser relating to this Agreement, and no competing notice of assignment or  payment instruction or other notice inconsistent with the transactions contemplated in this  Agreement is in effect with respect to any Account Debtor, other than those contemplated in the  Intercreditor Agreement.  (f) Enforceability. This Agreement constitutes the legal, valid and binding  obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by  bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the  enforcement of creditors’ rights generally and general principles of equity (regardless of whether  enforcement is sought at equity or law).  (g) Litigation Matters. There is no pending (or, to its knowledge, threatened)  action, proceeding, investigation or injunction, writ or restraining order affecting Seller before any  court, governmental entity or arbitrator which could reasonably be expected to result in a Material  Adverse Change, and Seller is not currently the subject of, and has no present intention of taking  any action to commence, an Insolvency Event applicable to Seller.  (h) Material Adverse Change. There exists no event which has or is reasonably  likely to result in a Material Adverse Change with respect to Seller, Parent or the Ultimate Parent.  (i) Change of Control. No Change of Control has occurred.  (j) Liens. All Purchased Receivables are free and clear of any Adverse Claim  in favor of the Internal Revenue Service, any employee benefit plan, the PBGC or similar entity.  (k) [Reserved.]  (l) Investment Company Act. Seller is not an “investment company,” or a  company “controlled” by an “investment company” within the meaning of the Investment  Company Act of 1940, as amended (“Investment Company Act”). In determining that Seller is not  a “covered fund”, Seller is entitled to rely on the exemption from the definition of “investment  company” set forth in Section 3(c)(5)(A) of the Investment Company Act, and may be able to rely  on other exemptions or exclusions.  (m) Termination Events. No Termination Event or Unmatured Termination  Event has occurred and is continuing.  (n) Tax Matters. Seller has filed all material tax returns and reports required by  applicable law to have been filed by it and has paid all material taxes, assessments and  governmental charges thereby shown to be owing by it, other than any such taxes, assessments or  





 






   9  745268223  charges that are being contested in good faith by appropriate proceedings and for which appropriate  reserves have been established.  (o) Accuracy of Information. All information, exhibits, financial statements,  documents, books, records or other reports furnished or to be furnished at any time by or on behalf  of Seller to Purchaser in connection with the Agreement or any other Transaction Document is or  will be complete and accurate in all material respects as of its date or as of the date so furnished  and, to the extent materially related to the information then being provided, does not and will not  omit to state a fact necessary in order to make the information contained therein with respect to  the transactions contemplated by this Agreement, in light of the circumstances under which they  were made, not misleading (it being understood that such information may not contain all of the  information or disclosure which would be required for inclusion in a registration statement for debt  or equity securities issued by Seller).  (p) UCC Matters.  (i) Seller’s “location” as such term is defined in the applicable UCC is  its jurisdiction of organization specified in the preamble to this Agreement, and the address  or addresses at which it keeps its records concerning the Proposed Receivables is as set  forth herein or otherwise identified to the Purchaser in writing.  (ii) Seller’s complete corporate name is set forth in this Agreement, and  it does not use and has not during the last five years used any other corporate name, trade  name, doing-business name or fictitious name, except for names set forth in a written notice  delivered to Purchaser.  (q) Money Laundering and Anti-Terrorism Laws; Etc.  (i) Neither Seller nor any Affiliate of Seller nor, to the knowledge of  Seller, any Account Debtor (A) is, or is owned or controlled by, a Sanctioned Person; (B)  is located, incorporated, organized, or resident in a Sanctioned Country; (C) has any  business affiliation or commercial dealings with, or investments in, any Sanctioned  Country or Sanctioned Person, except in the case of any Affiliate of Seller who is acting in  compliance with all applicable Sanctions Laws and Anti-Money Laundering Laws; or (D)  is in breach of or is the subject of any action or investigation under any Sanctions Laws or  Anti-Money Laundering Laws.  (ii) Seller and its Affiliates, and to the knowledge of Seller without any  duty to make inquiries, each Account Debtor and each Affiliate of such Account Debtor  (A) are in compliance with Sanction Laws, the Trading with the Enemy Act, and each of  the foreign assets control regulations of the United States Treasury Department (31 CFR,  Subtitle B Chapter V, as amended) and any other enabling legislation or executive order  relating thereto, the anti-money laundering and bank secrecy provisions of the Patriot Act,  and other federal or state laws relating to “know your customer” and anti-money laundering  rules and regulations and (B) have taken appropriate steps to implement policies and  procedures reasonably designed to provide that there will be no payments to any  government official or employee, political party, candidate for political office, or anyone  





 






   10  745268223  else acting in an official capacity, in order to obtain, retain or direct business or obtain any  improper advantage in violation of the U.S. Foreign Corrupt Practices Act of 1977.  4. COVENANTS. Until the later of the Purchase Termination Date and the last  Invoice Due Date (subject to any provisions hereof which by their express terms survive  termination), Seller agrees to perform the covenants set forth below solely as to itself only:  (a) Notice of Disputes, Breaches of Contract, Account Debtor Insolvency  Events, Etc. Seller shall deliver to Purchaser a reasonably detailed written notice to Purchaser  promptly and in any event within two (2) Business Days after becoming aware or receiving notice  of (i) any Dispute asserted or threatened in respect of a Purchased Receivable, (ii) any breach by  the applicable Account Debtor of the Contract which might give rise to such Account Debtor  failing to pay any invoice amount or give rise to any Dispute, (iii) any Account Debtor Insolvency  Event occurring or with respect to which Seller has received actual knowledge, or (iv) it becoming  illegal for an Account Debtor to pay all or any part of the invoice amount because of the imposition  of any prohibition or restriction on such payments, or (v) Anheuser-Busch LLC or Crown Cork  and Seal USA, Inc. ceasing to be directly or indirectly wholly owned or controlled by Anheuser- Busch InBev SA/NV and Crown Holdings, Inc., respectively.  (b) Contracts; Purchased Receivables. Seller, at its expense, shall timely and  fully perform in all material respects with all terms, covenants and other provisions, if any, required  to be performed by it under the Contracts related to the Purchased Receivables. The Seller shall  enforce the Purchaser’s rights against each applicable Account Debtor under the Contracts related  to the Purchased Receivables.  (c) Perfection. Seller shall at all times take all action necessary or desirable to  maintain in full force and effect the security interests created under this Agreement free and clear  of any Adverse Claim created or caused by or arising through or under Seller or any of its Affiliates  (other than Purchaser), or as a result of any act or omission of any such party.  (d) Existence. Seller will (i) comply in all material respects with all applicable  laws, rules, regulations and orders and (ii) preserve and maintain its organizational existence,  rights, franchises, qualifications, and privileges. Seller will keep its state of organization as the  State of Delaware and principal place of business and chief executive office and the office where  it keeps its records concerning the Purchased Receivables at the address set forth in Section 12  hereof or, in each case, upon ten (10) Business Days’ prior written notice to Purchaser, at any other  locations in jurisdictions where all actions reasonably requested by Purchaser or otherwise  necessary to protect, perfect and maintain Purchaser’s interest in the Purchased Receivables have  been taken and completed.  (e) Books and Records. Seller will maintain accurate books and accounts with  respect to the Purchased Receivables and shall make a notation on its books and records, including  any computer files, to indicate which Receivables have been sold to Purchaser. Seller shall  maintain and implement administrative and operating procedures (including, without limitation,  an ability to recreate records evidencing Purchased Receivables and related Contracts in the event  of the destruction of the originals thereof), and keep and maintain all documents, books, records  and other information reasonably necessary or advisable for collecting all Purchased Receivables  





 






   11  745268223  (including, without limitation, records adequate to permit the daily identification of each  Purchased Receivable and all Collections of and adjustments to each existing Purchased  Receivable).  (f) Sales,  Liens and Debt. Seller will not sell, assign or otherwise dispose of,  or cause or create or suffer to exist any lien, encumbrance or security interest, as a result of any  act or omission of Seller, upon or with respect to, the Purchased Receivables or upon or with  respect to any deposit or other account to which any Collections of any Purchased Receivable are  sent, or assign any right to receive income in respect thereof except the interests in favor of  Purchaser.  (g) Extension or Amendment of Purchased Receivables. Seller will not amend  or extend the payment terms under any Purchased Receivables, unless approved in advance in  writing by Purchaser, and shall not otherwise waive or permit or agree to any deviation from the  terms or conditions of any Purchased Receivable without the prior written consent of Purchaser.  (h) Audits and Visits. Seller will, at any time and from time to time during  regular business hours as requested by Purchaser, permit Purchaser, or its agents or representatives,  upon reasonable notice, (i) on a confidential basis, to examine and make copies of and abstracts  from all books, records and documents (including, without limitation, computer tapes and disks)  in its possession or under its control relating to Purchased Receivables owed by Account Debtor  including, without limitation, the related Contracts, and (ii) to visit its offices and properties for  the purpose of examining and auditing such materials described in clause (i) above, and to discuss  matters relating to Purchased Receivables owed by Account Debtor or Seller’s performance  hereunder or under the related Contracts with any of its officers or employees having knowledge  of such matters (hereinafter, an “Audit”), provided that, unless a breach or default of Seller’s  obligations hereunder occurs and is continuing, only two such Audits in any calendar year shall be  at Seller’s expense. Upon reasonable notice, the Seller will provide the Purchaser with any invoice  requested with respect to one or more Purchased Receivables.  (i) Accounting Treatment. Seller will make all disclosures required by  applicable law or regulation with respect to the sale of the Proposed Receivables to Purchaser and  account for such sale in accordance with GAAP.  (j) Notice. Seller will promptly notify Purchaser of any circumstance that it  becomes aware of in connection with a Proposed Receivable that may relate to money laundering,  terrorist financing, bribery, corruption, tax evasion or Sanctions.  (k) Further Assurances. Seller will, at its expense, promptly execute and deliver  all further instruments and documents, and take all further action that Purchaser may reasonably  request, from time to time, in order to perfect, protect or more fully evidence the full and complete  ownership of Purchaser of the Purchased Receivables, or to enable Purchaser to exercise or enforce  the rights of Purchaser hereunder or under the Purchased Receivables.  (l) Taxes. Seller will pay any and all taxes (excluding any Excluded Taxes)  relating to the transfer of the Purchased Receivables to Purchaser; except for those taxes that Seller  is contesting in good faith and for which adequate reserves have been taken. Seller shall treat each  





 






   12  745268223  sale of Purchased Receivables hereunder as a sale for federal and state income tax, reporting and  accounting purposes.  (m) Not Adversely Affect Purchaser’s Rights. Seller will refrain from any act or  omission which it reasonably believes might in any way prejudice or limit Purchaser’s rights under  any of the Purchased Receivables pursuant to this Agreement.  (n) [Reserved].  (o) Change in Business. Except for changes mandated by Applicable Law  applicable to the Seller, the Seller will not make any change in the character of its business relating  to the administration, servicing and collection of Receivables, which change would materially and  adversely affect the collectability of any Purchased Receivable, or otherwise have a Material  Adverse Change with respect to the Seller.  (p) Mergers, Etc. Seller will not merge with or into or consolidate with or into,  or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of  transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or  acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter  into any joint venture or partnership agreement with, any Person, other than as contemplated by  this Agreement and the Transaction Documents.  (q) [Reserved].  (r) Change in Credit and Collection Policy. Except for changes mandated by  Applicable Law applicable to the Seller, the Seller shall not make without the prior written consent  of the Purchaser (as provided in the following sentence), any change (by amendment or otherwise)  to the Credit and Collection Policy, that would materially adversely affect the collectability of the  Purchased Receivables or the ability of the Seller to perform its obligations under any related  Contract that would in turn materially adversely affect the collectability of the Purchased  Receivables (in each case, taken as a whole). If consent of the Purchaser is required pursuant to  the immediately preceding sentence, then the Seller will furnish or cause to be furnished to the  Purchaser at least ten (10) days prior to the effectiveness of any material change in (or material  amendment to) the Credit and Collection Policy, a notice indicating such change or amendment  and a request for consent thereto.  5. TERMINATION EVENTS  If any Termination Event shall occur, Purchaser may, by notice to Seller, declare the  Purchase Termination Date to have occurred and that it shall have no further obligation to purchase  any Receivables hereunder; provided that if any of the Termination Events described in paragraph  (e) of the definition thereof shall occur, then the obligation of the Purchaser to make purchases  hereunder shall cease automatically upon the occurrence of such event, without notice of any kind.  Whether or not the expressed intent of the parties that the transfers hereunder constitute  sales, is respected or recharacterized, the Purchaser shall have, with respect to the Purchased  Receivables, Related Rights and all other Sold Assets, and in addition to all the other rights and  remedies available to Purchaser hereunder and under the Transaction Documents (whether prior  





 






   13  745268223  to or following any Termination Event), all the rights and remedies of a secured party under any  applicable UCC. In connection with any exercise of remedies by Purchaser hereunder following  the occurrence of a Termination Event that has not been cured or waived in accordance with this  Agreement, Seller agrees that ten (10) Business Days shall be reasonable prior notice to Seller of  the date of any public or private sale or other disposition of all or any of the Purchased Receivables  and other Sold Assets.  6. [RESERVED.]  7. REPURCHASE EVENTS; INDEMNITIES AND SET-OFF.  (a) Repurchase Events. If any of the following events (“Event of Repurchase”)  occurs and is continuing with respect to any Purchased Receivable:  (i) Such Purchased Receivable, at the time of purchase, did not  constitute an Eligible Receivable; or  (ii) Without limiting clause (i) above and in addition thereto, any  representation or warranty made by Seller under Section 3(a) with respect to such  Purchased Receivable is incorrect when made and shall have an adverse effect on the ability  to collect the Net Invoice Amount of such Purchased Receivable, as reasonably determined  by the Purchaser; or  (iii) Seller fails to perform or observe any term, covenant or provision  with respect to such Purchased Receivable and such failure shall have a material adverse  effect on the ability to collect the Net Invoice Amount of such Purchased Receivable; or  (iv) the Account Debtor on such Purchased Receivable asserts an actual  Dispute in writing or Dilution has occurred with respect to such Purchased Receivable,  excluding any Dispute or Dilution that (A) relates to the acts or omissions of the Purchaser  which are (x) in material violation of applicable law relating to such action or omission or  (y) in material breach of its obligations hereunder, (B) does not relate to the acts or  omissions of the Seller or any of its Affiliates, (C) does not relate to the transfer of such  Purchased Receivable from the Seller to the Purchaser and (D) does not relate to the goods  or services that are the subject of such Purchased Receivable; or  (v) Seller instructs the Account Debtor on such Purchased Receivable  to pay amounts owing in respect of such Purchased Receivable to an account other than  the Collection Account;  then, Seller shall, within one (1) Business Day of demand therefor from Purchaser (such date, the  “Repurchase Date”), repurchase all (or any portion) of such Purchased Receivable then  outstanding. For the avoidance of doubt, to the extent any portion of a Purchased Receivable is  subject to repurchase, the related invoice shall not be divided.  The repurchase price (the “Repurchase Price”) for such Purchased Receivable shall be the  amount equal to the sum of (i) the Net Invoice Amount relating to such Purchased Receivable less  the aggregate amount of all Collections with respect to such Purchased Receivables deposited into  





 






   14  745268223  the Collection Account, plus (ii) interest for the period from the Scheduled Payment Date for such  Purchased Receivable until the date the Repurchase Price has been repaid in full, at a rate equal to  the Discount Rate.  Notwithstanding the foregoing, if any Purchased Receivable is subject to a Repurchase  Event described above as a result of a Dispute or an event of Dilution which affects or only applies  with respect to a portion of such Receivable that is less than 10% of the Net Invoice Amount  thereof, the Seller may, in its discretion, elect to satisfy its obligation under this Section 7 by rather  than repurchasing such Receivable and paying the Repurchase Price therefor, paying to the  Purchaser on what would otherwise have been the Repurchase Date, an amount in cash equal to  the entire amount which is the subject of such Dispute or Dilution plus interest due thereon for a  period from the Scheduled Payment Date for such Purchased Receivable until the date the Seller  pays such amount in full, at a rate equal to the Discount Rate at such time (such amount, the  “Subject Payment Amount”). If the Seller elects not to repurchase the entire Receivable but rather  pay the Subject Payment Amount with respect thereto then each of the parties hereto hereby agrees,  that any such Receivable will remain the property of the Purchaser hereunder and shall not be or  be deemed to have been sold back to the Seller on the applicable Repurchase Date.  The Repurchase Price or Subject Payment Amount, as applicable, for a Purchased  Receivable and all amounts due hereunder with respect to such Purchased Receivable shall be paid  to the Collection Account in immediately available funds on the Repurchase Date. Upon the  payment in full of the Repurchase Price for a Purchased Receivable and all amounts due hereunder  with respect to such Purchased Receivable, such Purchased Receivable shall be automatically and  without further action sold by Purchaser to Seller without recourse to or representation or warranty,  express or implied, by Purchaser. Upon repurchase by Seller, Seller shall have all right, title and  interest in and to such repurchased Purchased Receivables. Seller agrees that Purchaser may set  off in the manner set forth in paragraph (f) below against any unpaid obligation of Seller under  this Section 7(a). Amounts due hereunder shall accrue interest at the Discount Rate.  (b) General Indemnification.  (i) Indemnities by Seller. Seller hereby agrees to indemnify Purchaser  (together with its officers, directors, agents, representatives, shareholders, counsel and  employees, each, an “Indemnified Party”) from and against any and all claims, losses and  liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing  being collectively referred to as “Indemnified Amounts”) arising out of or resulting from  any of the following: (i) the sale to Purchaser of any Receivable as to which the  representations and warranties made herein are not all true and correct on the Purchase  Date therefor; (ii) any representation or warranty made by Seller (or any of its respective  officers) under or in connection with this Agreement (except with respect to the Purchased  Receivables) which shall have been incorrect in any respect when made; (iii) the failure by  Seller to comply with any applicable law, rule or regulation with respect to any Purchased  Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased  Receivable and other Sold Assets and the proceeds and Collections in respect thereof free  and clear of any liens or encumbrances of any kind or nature whatsoever (other than those  granted under this Agreement); (v) any Dispute or any other claim related to such  Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)  





 






   15  745268223  relates to the acts or omissions of the Purchaser which are (x) in material violation of  applicable law relating to such action or omission or (y) in material breach of its obligations  hereunder, (B) does not relate to the acts or omissions of the Seller or any of its Affiliates,  (C) does not relate to the transfer of such Purchased Receivable from the Seller to the  Purchaser and (D) does not relate to the goods or services that are the subject of such  Purchased Receivables; (vi) except as otherwise expressly provided in this Agreement or  in any of the other Transaction Documents, the commingling by Seller of Collections at  any time with other funds of Seller or any other Person; (vii) any products liability claim,  personal injury or property damage suit, environmental liability claim or any other claim  or action by a party of whatever sort, whether in tort, contract or any other legal theory,  arising out of or in connection with the goods or services that are the subject of any  Purchased Receivable with respect thereto; (viii) this Agreement and the transactions  contemplated hereby and the purchases of the Purchased Receivables by Purchaser  pursuant to the terms hereof, excluding any Dispute or claim that (A) relates to the acts or  omissions of the Purchaser which are (x) in material violation of applicable law relating to  such action or omission or (y) in material breach of its obligations hereunder, (B) does not  relate to the acts or omissions of the Seller or any of its Affiliates, (C) does not relate to the  transfer of such Purchased Receivable from the Seller to the Purchaser and (D) does not  relate to the goods or services that are the subject of such Purchased Receivables; (ix) any  currency restrictions or foreign political restrictions or regulations; (x) any failure by any  Person who is not a party to the Intercreditor Agreement and to whom Seller or Purchaser  directs or furnishes payment to pay over to the Purchaser reasonably promptly any  Collections on account of Purchased Receivables received by it; or (xi) the failure of Seller  to perform any of its obligations under this Agreement or under any of the other  Transaction Documents. The foregoing indemnification shall not apply in the case any  claims, losses or liabilities to the extent resulting solely from (1) the gross negligence or  willful misconduct of an Indemnified Party as determined in a final non-appealable  judgment by a court of competent jurisdiction, (2) lack of credit worthiness of the related  Account Debtor or an Account Debtor Insolvency Event or (3) acts or omissions of the  Purchaser (A) which are (x) in material violation of applicable law relating to such action  or omission or (y) in material breach of its obligations hereunder, (B) which do not relate  to the acts or omissions of the Seller or any of its Affiliates, (C) which do not relate to the  transfer of such Purchased Receivable from the Seller to the Purchaser and (D) which do  not relate to the goods or services that are the subject of such Purchased Receivables, (4)  taxes imposed on Purchaser under FATCA, or (5) with respect to the occurrence of the  events set forth in clauses (i), (iii), (iv), (v) or (vi) above, to the extent such Purchased  Receivable has been repurchased by the Seller. Amounts due hereunder shall accrue  interest at the Delinquent Rate.  (ii) [Reserved].  (c) Tax Indemnification. All payments on the Purchased Receivables from the  Account Debtors will be made free and clear of any present or future taxes, withholdings or other  deductions whatsoever. Seller will indemnify Purchaser for any such taxes, withholdings or  deductions other than Excluded Taxes as well as any stamp duty or any similar tax or duty on  documents or the transfer of title to property arising in the context of this Agreement which has  not been paid by Seller. Further, Seller shall pay, and indemnify and hold Purchaser harmless from  





 






   16  745268223  and against, any taxes other than Excluded Taxes that may be asserted in respect of the Purchased  Receivables hereunder prior to the date of sale (including any sales, occupational, excise, gross  receipts, personal property, privilege or license taxes, or withholdings, but not including taxes  imposed upon Purchaser with respect to its overall net income) and costs, expenses and reasonable  counsel fees in defending against the same, whether arising by reason of the acts to be performed  by Seller hereunder or otherwise. Amounts due hereunder shall accrue interest at the Delinquent  Rate. Notwithstanding the foregoing, the indemnities described herein with respect to tax matters,  shall only apply with respect to applicable laws, rules and regulations relating thereto which are in  existence on the applicable Purchase Date for any Purchased Receivables hereunder and shall not  apply with respect to changes to such laws rules or regulations following such Purchase Date; it  being understood and agreed that if the Purchaser and/or any Purchased Receivable becomes  (following the applicable Purchase Date therefor) subject to any such tax matters which are not  subject to the indemnity or recovery of this paragraph (c), Purchaser shall have the right, upon  fifteen (15) days prior written notice to the Seller, to terminate this Agreement and its commitments  hereunder and under the other Transaction Documents. If a payment made hereunder to any  Indemnified Party would be subject to withholding tax imposed by FATCA if such Indemnified  Party were to fail to comply with the applicable reporting requirements of FATCA (including those  contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnified Party shall  deliver to the Seller at the time or times prescribed by law and at such time or times reasonably  requested by such persons such documentation prescribed by applicable law and such additional  documentation reasonably requested by the Seller as may be necessary for such persons to comply  with their obligations under FATCA and to determine that such Indemnified Party has complied  with such Indemnified Party’s obligations under FATCA or to determine the amount to deduct and  withhold from such payment.  (d) Increased Costs. The Purchaser is obtaining the funds to purchase the  Purchased Receivables hereunder by selling the Purchased Receivables pursuant to a Receivables  Purchase Agreement (the “Receivables Purchase Agreement”) dated as of September 30, 2021  among Constellium Muscle Shoals Funding III LLC, Constellium Muscle Shoals LLC, Deutsche  Bank Trust Company Americas and Intesa Sanpaolo S.p.A.. Accordingly, if the Purchaser is  required to pay increased costs under Section 7(d) of the Receivables Purchase Agreement and  such increased costs relate to the commitment to purchase Receivables under the Receivables  Purchase Agreement, but do not relate to the sale and subsequent ownership of Purchased  Receivables under the Receivables Purchase Agreement, then the Seller shall pay to the Purchaser  or its designee, within five (5) days after receiving a written request therefor, all such increased  costs that have been paid by the Purchaser. If such increased costs relating to the commitment  under the Receivables Purchase Agreement have retroactive application to the commitment under  the Receivables Purchase Agreement, such retroactive increase shall be payable by the Seller in  accordance with the terms of this paragraph. If the Purchaser is required to pay increased costs  under Section 7(d) of the Receivables Purchase Agreement and such increased costs relate to the  purchase and ownership of Purchased Receivables, then (x) if such payment results in an  adjustment to the discount rate under the Receivables Purchase Agreement to reflect such  increased costs with respect to future purchases (but not with respect to any prior purchases), the  Discount Rate hereunder shall be correspondingly adjusted with respect to future purchases (but  not with respect to any prior purchases) and such adjustments to the Discount Rate shall apply  solely to purchases occurring at least five (5) days after the giving of such notice and (y) to the  extent it is not practical to so adjust the Discount Rate prior to the applicable Purchase Date,  





 






   17  745268223  promptly after the applicable Purchase Date the Purchaser shall provide the Seller with a written  demand for payment to reflect such increased costs paid by the Purchaser with respect to  Regulatory Changes that were in existence on the applicable Purchase Date for any Purchased  Receivables hereunder but for which the Discount Rate was not adjusted as described in clause  (x), which such increased costs shall be effective and payable by the Seller within five (5) days  after the giving of such notice. Notwithstanding any other provision, under no circumstances shall  the purchase price of a Purchased Receivable be altered after the Purchase Date therefor as a result  of the Purchaser being required to pay increased costs under the Receivables Purchase Agreement.  (e) Regulatory Indemnity. Seller will indemnify Purchaser for all losses, costs,  damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or  incurred by or brought against Purchaser arising out of or relating to any Compliance Action,  unless such Losses are caused by (i) the gross negligence or intentional misconduct of Purchaser  or (ii) do not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser  under this Agreement.  (f) Set-Off. Seller further agrees that, unless Seller notifies Purchaser in writing  that it desires to pay on the date when due any amounts due under this Section 7 and Seller makes  such payment to Purchaser in immediately available funds on the date that such payment is due,  Seller hereby irrevocably authorizes Purchaser, without further notice to Seller, to set-off such  amount against the Purchase Price of any Proposed Receivables to be purchased on or after such  due date.  (g) UCC. The rights granted to Purchaser hereunder are in addition to all other  rights and remedies afforded to Purchaser as a buyer under the UCC or other applicable law.  8. RETAINED OBLIGATIONS. Purchaser shall have no responsibility for, or have  any liability with respect to, the performance of any Contract, and neither shall Purchaser have any  obligation to intervene in any commercial dispute arising out of the performance of any Contract.  All obligations of Seller under each Contract, including all representations and warranty  obligations, all servicing obligations, all maintenance obligations, and all delivery, transport and  insurance obligations, shall be retained by Seller (the “Retained Obligations”). Neither any claim  that Seller may have against any Account Debtor or any other Person, nor the failure of an Account  Debtor to fulfill its obligations under the applicable Contracts, shall affect the obligations of Seller  to perform its obligations hereunder, and none of such events or circumstances shall be used as a  defense or as set-off, counterclaim or cross-complaint as against the performance or payment of  any of Seller’s obligations hereunder.  9. COSTS AND EXPENSES; DELINQUENT RATE.  (a) Seller shall reimburse Purchaser for all reasonable costs (including  reasonable attorneys’ fees and expenses) that Purchaser incurs in connection with the preparation  and negotiation of this Agreement, any amendments hereto and the administration, preservation of  rights and enforcement hereof. In no event shall such obligation of Seller to reimburse Purchaser  include costs incurred by Purchaser in collecting or otherwise enforcing its rights as against the  Account Debtors under the Receivables, including, but not limited to, as a result of an Account  





 






   18  745268223  Debtor Insolvency Event, unless Seller is in breach or default of the performance of its obligations  hereunder or under the terms of such Receivable.  (b) Any fees, expenses, indemnity, Repurchase Price or other amounts payable  by Seller to Purchaser in connection with this Agreement shall bear interest each day from the date  due until paid in full at the Delinquent Rate, whether before or after judgment. Such interest shall  be payable on demand. Fees are deemed payable on the date or dates set forth herein; expenses,  indemnity, or other amounts payable by Seller to Purchaser are due ten (10) days after receipt by  Seller of written demand thereof.  10. GENERAL PAYMENTS. All amounts payable by Seller to Purchaser under this  Agreement shall be paid in full, free and clear of all deductions, set-off or withholdings whatsoever  except only as may be required by law, and shall be paid on the date such amount is due by not  later than 3:00 pm (New York City time) to the account of Purchaser notified to Seller from time  to time. For the avoidance of doubt, Seller shall not be responsible for any deductions, set-off or  withholdings made by the Account Debtors or required by law, except to the extent provided for  in Section 7 above. If any deduction or withholding is required by law other than as Excluded  Taxes, Seller shall pay to Purchaser such additional amount as necessary to ensure that the net  amount actually received by Purchaser equals to the full amount Purchaser should have received  had no such deduction or withholding been required.  All payments to be made hereunder or in respect of a Purchased Receivable shall be in  USD. Any amounts that would fall due for payment on a day other than a Business Day shall be  payable on the succeeding Business Day. All interest amounts calculated on a per annum basis  hereunder are calculated on the basis of a year of three hundred sixty (360) days.  11. LIMITATION OF LIABILITY. IN NO EVENT SHALL PURCHASER SHALL  BE LIABLE TO SELLER FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL  DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING LOST PROFITS OR LOSS  OF BUSINESS).  12. NOTICES. Unless otherwise provided herein, any notice, request or other  communication which Purchaser or Seller may be required or may desire to give to the other party  under any provision of this Agreement shall be in writing and sent by email, hand delivery or first  class mail, certified or registered and postage prepaid, and shall be deemed to have been given or  made when transmitted with receipt confirmed in the case of email, when received if sent by hand  delivery or five (5) days after deposit in the mail if mailed, and in each case addressed to Purchaser  or Seller as set forth below. Any party hereto may change the address to which all notices, requests  and other communications are to be sent to it by giving written notice of such address change to  the other parties in conformity with this paragraph, but such change shall not be effective until  notice of such change has been received by the other parties.  If to Seller:  Constellium Muscle Shoals LLC  4805 Second Street  Muscle Shoals, AL 35661  





 






   19  745268223  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com   with a copy to:  Constellium Switzerland AG  Max Högger-Strasse 6  8048 Zürich, Switzerland  Attention: Mark Kirkland, Group Treasurer  Office phone : +41 44 438 6642  Email: mark.kirkland@constellium.com  If to Purchaser:  Constellium Muscle Shoals Funding III LLC 4805 Second Street  Muscle Shoals, AL 35661  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com   with a copy to:  Constellium Switzerland AG   Max Högger-Strasse 6  8048 Zürich, Switzerland  Attention: Mark Kirkland, Group Treasurer  Office phone : +41 44 438 6642  Email: mark.kirkland@constellium.com  Seller agrees that Purchaser may presume the authenticity, genuineness, accuracy, completeness  and due execution of any email bearing a scanned signature resembling a signature of an  authorized Person of Seller without further verification or inquiry by Purchaser. Notwithstanding  the foregoing, Purchaser in its sole discretion may elect not to act or rely upon such a  communication and shall be entitled (but not obligated) to make inquiries or require further  action by Seller to authenticate any such communication.  13. SURVIVAL. Notwithstanding the occurrence of the Purchase Termination Date,  (a) all covenants, representations and warranties made herein shall continue in full force and effect  so long as any Purchased Receivables remain outstanding; and (b) Seller’s obligations to  indemnify Purchaser with respect to the expenses, damages, losses, costs, liabilities and other  obligations shall survive until the later of (i) all applicable statute of limitations periods with  respect to actions that may be brought against Purchaser have run and (ii) 365 days following the  entry of a final non-appealable order of a court of competent jurisdiction with respect to actions  brought against Purchaser or any other Indemnified Party that were initiated prior to the end of the  applicable statute of limitations for such actions.  14. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL; ETC.  





 






   20  745268223  (a) This Agreement shall be governed by the laws of the State of New York,  without giving effect to conflict of laws principles that would require the application of the law of  any other jurisdiction.  (b) Each of the parties hereto irrevocably and unconditionally submits, for itself  and its property, to the nonexclusive jurisdiction of any New York State court or federal court of  the United States sitting in the Borough of Manhattan, New York City, and any appellate court  from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for  recognition or enforcement of any judgment. Each of the parties hereto hereby irrevocably and  unconditionally agrees that all claims in respect of any such action or proceeding may be heard  and determined in any such New York State court or, to the extent permitted by law, in such federal  court. A final judgment in any such action or proceeding shall be conclusive and may be enforced  in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the  parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and  effectively do so, any objection that it may now or hereafter have to the laying of venue of any  suit, action or proceeding arising out of or relating to this Agreement in any New York State or  federal court located in the Borough of Manhattan. Each of the parties hereto hereby irrevocably  waives, to the fullest extent permitted by law, the defense of inconvenient forum to the  maintenance of such action or proceeding in any such court.  (c) EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT  THAT SUCH PERSON MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF  ACTION BASED UPON OR ARISING OUT OF ANY OF THE TRANSACTIONS  CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH  OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY  CLAIMS.  15. GENERAL PROVISIONS.  (a) This Agreement represents the final agreement of the parties with respect to  the subject matter hereof and supersedes all prior and contemporaneous understandings and  agreements with respect to such subject matter. No provision of this Agreement may be amended  or waived except by a writing signed by the parties hereto.  (b) This Agreement shall bind and inure to the benefit of the respective  successors and permitted assigns of each of the parties; provided, however, that Seller may not  assign any of its rights hereunder without Purchaser’s prior written consent, given or withheld in  Purchaser’s sole discretion. Purchaser shall have the right without the consent of or notice to Seller  to sell, transfer, negotiate or grant participations in all or any part of, or any interest in, Purchaser’s  obligations, rights and benefits hereunder and in any of the Sold Assets hereunder.  (c) Each provision of this Agreement shall be severable from every other  provision hereof for the purpose of determining the legal enforceability of any specific provision.  This Agreement may be executed in any number of counterparts and by different parties on  separate counterparts, each of which, when executed and delivered, shall be deemed to be an  original, and all of which, when taken together, shall constitute but one and the same agreement.  





 






   21  745268223  16. ACKNOWLEDGMENT AND AGREEMENT. By execution below, each party  hereto expressly acknowledges and agrees that all of the Purchaser’s right, title, and interests in,  to and under this Agreement shall be assigned by the Purchaser to Deutsche Bank Trust Company  America. and Intesa Sanpaolo S.p.A. pursuant to the Receivables Purchase Agreement, and each  party hereto consents to such assignment. Each of the parties hereto acknowledges and agrees that  so long as the Receivables Purchase Agreement is in effect with respect to Deutsche Bank Trust  Company Americas and Intesa Sanpaolo S.p.A,. as applicable, Deutsche Bank Trust Company  Americas and Intesa Sanpaolo S.p.A. are third party beneficiaries of the rights of the Purchaser  arising hereunder.  17. SUCCESSOR LIBOR RATESUCCESSOR LIBOR RATE. If, on any date of  determination, the Purchaser reasonably determines in good faith that LIBOR (for purposes of  calculating the Discount Rate and Purchase Price, and any other calculations between such parties  based on LIBOR) is not ascertainable and the inability to ascertain LIBOR is unlikely to be  temporary, each such Person shall notify the other in writing (the occurrence of the foregoing  conditions, a “Benchmark Discontinuation Event”) and LIBOR shall, for any related period  thereafter, be an alternate benchmark floating term rate of interest established by the Purchaser  that is generally accepted as the then prevailing market convention for determining a rate of interest  for similar transactions or interest or discount rate calculations in the United States at such time  and shall include (i) the spread or method for determining a spread or other adjustment or  modification that is generally accepted as the then prevailing market convention for determining  such spread, method, adjustment or modification and (ii) other adjustments to such alternate rate  and this Agreement (A) to not increase or decrease pricing in effect for any related Purchase Price  calculation on the Business Day immediately preceding the Business Day on which such alternate  rate is selected pursuant to this provision (but for the avoidance of doubt which would not reduce  the applicable Discount Rate) and (B) other changes necessary to reflect the available interest  periods for such alternate rate for similar transactions of this type in the United States at such time  (any such rate, the “Successor Benchmark Rate”), and the Purchaser and the Seller shall, if  necessary or reasonably requested by the Purchaser, enter into an amendment to this Agreement  to reflect such alternate rate of interest and such other related changes to this Agreement as may  be applicable and, notwithstanding anything to the contrary in Section 15 hereof, such amendment  shall become effective without any further action or consent of any other party to this Agreement;  provided, further that if a Successor Benchmark Rate has not been established pursuant to the  immediately preceding proviso after the Purchaser has reached such a determination that LIBOR  is not or no longer ascertainable, the Purchaser may select a different alternate rate as long as it is  reasonably practicable for the Purchaser to administer such different rate and, upon not less than  15 Business Days’ prior written notice to the Purchaser, the Seller and the parties to the  Receivables Purchase Agreement, shall enter into an amendment to this Agreement, if necessary  or reasonably requested by the Purchaser, to reflect such alternate rate of interest and such other  related changes to this Agreement as may be applicable and, notwithstanding anything to the  contrary in Section 15 hereof, such amendment shall become effective without any further action  or consent of any other party to this Agreement.  For the avoidance of doubt, if a Benchmark  Discontinuation Event occurs, the applicable Discount Rate for any previously purchased  Receivables hereunder shall remain the rate used in the calculation of Purchase Price for such  Proposed Receivable when originally calculated pursuant to Section 2(d), above. Notwithstanding  anything to the contrary contained herein, if at any time the replacement index is less than zero, at  such times, such index shall be deemed to be zero for purposes of this Agreement.  





 






   22  745268223    [remainder of page intentionally blank]  





 






   [Receivables Sale Agreement]  745268223  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed  as of the date first above written.  Constellium Muscle Shoals LLC, as Seller    By: _______________________________________   Name: Alex Godwin   Title: Treasurer          Constellium Muscle Shoals  Funding III, LLC, as  Purchaser      By: _______________________________________   Name: Alex Godwin   Title: Treasurer      





 






   Sch. 1  745268223  Schedule 1  Account Debtors  1. Anheuser-Busch LLC (but only so long as Anheuser-Busch LLC remains a direct or  indirect wholly-owned subsidiary of Anheuser-Busch InBev SA/NV)  2. Crown Cork and Seal USA, Inc. (but only so long as Crown Cork and Seal USA, Inc. is a  direct or indirect wholly-owned subsidiary of Crown Holdings Inc.) 





 






   Sch. 2  745268223  Schedule 2  Seller Information Schedule  Actual Name, as reflected in the attached organizational documents (i.e., certified copy of the  Certificate of Incorporation, Articles of Formation or Certificate of Limited Partnership):  Constellium Muscle Shoals LLC Trade Name(s) (if any): n/a  Type and Jurisdiction of Organization (e.g. Delaware corporation, sole proprietorship): Delaware  limited liability company  Address of Place of Business (if only one) or Chief Executive Office (if more than one place of  business):  Constellium Muscle Shoals LLC 4805 Second Street  Muscle Shoals, AL 35661  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com     Seller Payment Instructions:  Account maintained in the name of Constellium Muscle Shoals LLC at Wells Fargo Bank,  National Association, with account number 2000013956783 or such other account designated by  the Seller from time to time.    





 






   Sch. 3  745268223  Schedule 3  Applicable Credit Spreads (Receivables Sale Agreement)  Applicable Credit Spread  On any applicable date, the “Applicable Credit Spread” for purposes of the Agreement shall be  determined on such date based on the grid below depending on the lower of the most recent public  issuer credit ratings for Anheuser-Busch InBev SA/NV as provided by S&P and Moody’s.          Anheuser-Busch   InBev SA/NV,  Long Term Rating Applicable  Credit Spread   S&P Moody’s  >= A- A3 1.575%  <= BBB+ Baa1 1.575%    Account  Debtor  Applicable  Credit Spread  Anheuser- Busch, LLC  1.575%  Crown Cork  and Seal  USA, Inc.  1.90%          





 






   Exhibit A-1  745268223  Exhibit A  Definitions  “ABL Agent”: means Wells Fargo Bank, National Association, as successor in interest to  General Electric Capital Corporation, in its capacity as agent under the ABL Credit Agreement,  together with its successors and assigns.  “ABL Credit Agreement”: means the credit agreement, dated as of December 11, 2013 (as  amended, restated, supplemented or otherwise modified from time to time), by and among  Constellium Muscle Shoals LLC (f/k/a Wise Alloys LLC), as the borrower, the other credit parties  signatory thereto, the ABL Agent, and the lenders signatory thereto.  “Account Debtor”: The meaning set forth in the recitals hereto.  “Account Debtor Insolvency Event”: With respect to any Account Debtor, such Account  Debtor shall generally not pay its debts as such debts become due, or shall admit in writing its  inability to pay its debts generally (including its obligations under the Receivables), or shall make  a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against  such Account Debtor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,  winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its  debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or  seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other  similar official for it or for any substantial part of its property, or any of the actions sought in such  proceeding (including, without limitation, the entry of an order for relief against, or the  appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial  part of its property) shall occur; or such Account Debtor shall take any action to authorize any of  the actions set forth above in this definition.  “Adverse Claim”: means any ownership interest or claim, mortgage, deed of trust, pledge,  lien, security interest, hypothecation, charge or other encumbrance or security arrangement of any  nature whatsoever, whether voluntarily or involuntarily given, including, but not limited to, any  conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease  intended as, or having the effect of, security and any filed financing statement or other notice of  any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of  the filing); it being understood that any such interest, lien or claim in favor of, or assigned to the  Purchaser hereunder or Constellium Muscle Shoals Funding II, LLC under the Prior Agreement,  shall not constitute an Adverse Claim.  “Affiliate”: With respect to any Person, each officer, director, general partner or joint- venturer of such Person and any other Person that directly or indirectly controls, is controlled by,  or is under common control with, such Person. For purpose of this definition, “control” means the  possession of either (a) the power to vote, or the beneficial ownership of, 25% or more of the  equity interests having ordinary voting power for the election of directors of such Person or (b) the  power to direct or cause the direction of the management and policies of such Person, whether by  contract or otherwise.  





 






   Exhibit A-2  745268223  “Agreement”: The meaning set forth in the first paragraph of the agreement to which this  Exhibit is attached.  “Applicable Credit Spread”: On any applicable date of determination, means the credit  spreads determined at such time in accordance with the credit spread chart set forth on Schedule 3  attached hereto.  “Applicable Law”: means any law (including common law), constitution, statute, treaty,  regulation, rule, ordinance, order, injunction, writ, decree, judgment, award or similar item of or  by a governmental authority or any interpretation, implementation or application thereof.  “Benchmark Discontinuation Event”: The meaning set forth in Section 17 hereof.  “Buffer Period”: means five (5) days.  “Business Day”: means any day that is not a Saturday, Sunday or other day on which banks  in New York City are required or permitted to close.  “Capital Stock”: means, with respect to any Person, any and all common shares, preferred  shares, interests, participations, rights in or other equivalents (however designated) of such  Person’s capital stock, partnership interests, limited liability company interests, membership  interests or other equivalent interests and any rights (other than debt securities convertible into or  exchangeable for capital stock), warrants or options exchangeable for or convertible into such  capital stock or other equity interests.  “Change of Control”: means, if at any time, (i) Constellium SE ceases to own, directly or  indirectly, 100% of the Capital Stock of Parent, (ii) Parent ceases to own directly or indirectly,  100% of the Capital Stock of the Originator or (iii) Seller ceases to own, directly or indirectly, free  and clear of any Adverse Claim, except with respect to the ABL Credit Agreement, or any other  similar incurrence of debt, 100% of the Capital Stock of the Purchaser.  “Code”: means the Internal Revenue Code of 1986 and shall include all amendments,  modifications and supplements thereto from time to time.  “Collections”: means all collections and other proceeds received and payment of any  amounts owed in respect of the Purchased Receivables, including, without limitation, all cash  collections, wire transfers or electronic funds transfers.  “Collection Account”: means the account maintained in the name of Constellium Muscle  Shoals  Funding III, LLC at Wells Fargo Bank, National Association, with Account No.  4943965525 and ABA No. 121000248.  “Compliance Action”: means any action taken by Purchaser (or any action that Purchaser  instructs other members of the Purchaser, its Affiliates or subsidiaries to take) to the extent it is  legally permitted to do so under the laws of its jurisdiction, which it, in its sole discretion, considers  appropriate to act in accordance with Sanctions Laws or domestic and foreign laws and regulations,  including without limitation, the interception and investigation of any payment, communication or  instruction; the making of further enquiries as to whether a person or entity is subject to any  





 






   Exhibit A-3  745268223  Sanctions Laws; and the refusal to process any transaction or instruction that does not conform  with Sanctions Laws.  “Contracts”: means the contracts and other agreements related to the Purchased  Receivables.  “Credit and Collection Policy” means, as the context may require, those receivables credit  and collection policies and practices of each Originator, or the Seller in effect on the date of this  Agreement and delivered to Purchaser on or prior to the date hereof, as may be modified in  compliance with this Agreement and the Transaction Documents.  “Defaulted Receivable”: means a Receivable:  (a) as to which any payment, or part thereof, remains unpaid for more than 10  days from the original due date for such payment, or  (b) without duplication (i) as to which an Account Debtor Insolvency Event  shall have occurred, or (ii) that has been (or consistent with its standard Credit and Collection  Policies, should have been) written off on Seller’s or Purchaser’s books as uncollectible.  “Default Ratio”: means the ratio (expressed as a percentage and rounded to the nearest  1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each calendar  month by dividing: (a) the aggregate outstanding balance of all Purchased Receivables that became  or remained Defaulted Receivables during such month, by (b) the aggregate outstanding balance  of all Purchased Receivables during the month that is three calendar months before such month.  “Delinquency Ratio”: means the ratio (expressed as a percentage and rounded to the nearest  1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each calendar  month by dividing: (a) the aggregate outstanding balance of all Purchased Receivables that were  Delinquent Receivables on such day by (b) the aggregate outstanding balance of all Purchased  Receivables on such day.  “Delinquent Receivable”: means a Receivable as to which any payment, or part thereof,  remains unpaid for more than 5 days from the original due date for such payment.  “Delinquent Rate”: A rate of interest equal to 2.00% per annum plus the Discount Rate.  “Dilution”: All actual offsets to the face value of the Net Invoice Amount for the relating  to one or more Purchased Receivables, including, without limitation, customer payment and/or  volume discounts, write-offs, deductions, offsets, credit memoranda, returns and allowances,  billing errors, rebates and other similar items but no event shall include failure or inability of the  Account Debtor to timely pay due to credit-related reasons.  “Discount Rate”: On any date of determination, a rate equal to LIBOR plus a per annum  rate equal to the Applicable Credit Spread at such time.  “Dispute”: Any dispute, Dilution, claim, defense or counterclaim relating to one or more  Purchased Receivables (other than an adjustment granted with Purchaser’s prior written consent)  





 






   Exhibit A-4  745268223  asserted or claimed by the Account Debtor in writing or other reasonable and customary form of  business communication and which is not remedied within 10 days regardless of whether the same  (i) is in an amount greater than, equal to or less than the applicable Purchased Receivable, or (ii)  arises by reason of an act of God, civil strife, war, currency restrictions, foreign political  restrictions or regulations, or any other circumstance beyond the control of Seller or the applicable  Account Debtor, but shall in no event include the failure of the Account Debtor to timely pay any  of its obligations under the Receivable in the absence of a Dispute, Dilution or any other event for  which any amount is payable pursuant to Section 6. For the avoidance of doubt, and  notwithstanding the foregoing, the failure to make payment of a Purchased Receivable as a result  of an Account Debtor Insolvency Event of the applicable Account Debtor shall not be deemed a  “Dispute” hereunder.  “Eligible Receivable”: A Receivable that satisfies each of the following conditions to the  satisfaction of Purchaser:  (i) is generated by Seller in the ordinary course of its business from sale of  goods or the provision of services to an Account Debtor under a duly authorized Contract that is  in full force and effect and that is a legal, valid and binding obligation of Seller and the related  Account Debtor, enforceable against such Person in accordance with its terms, except as may be  limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement,  moratorium, receivership, conservatorship or other laws relating to or affecting the enforcement  of creditors’ rights generally;  (ii) such sale of goods or provision of services to the applicable Account Debtor  have been fully delivered or performed by Seller,  (iii) if the Account Debtor with respect to such Receivable is Anheuser-Busch  LLC, its parent, Anheuser-Busch InBev SA/NV is rated investment grade by all nationally  recognized statistical rating organizations then rating such Account DebtorAnheuser-Busch InBev  SA/NV;  (iv) that by its terms has an Invoice Due Date that is no more than 180 days from  the original invoice date and such Invoice Due Date has not occurred,  (v) that is owned by Seller, free and clear of all liens, encumbrances and  security interests of any Person.  (vi) that is freely assignable without the consent of any Person, including the  applicable Account Debtor,  (vii) for which no default or event of default (howsoever defined) exists under  the applicable Contract between Seller and the applicable Account Debtor,  (viii) which is not subject to any Dispute or Dilution,  (ix) the related Account Debtor has been instructed in writing to make payments  on such Receivable only to the Collection Account,  





 






   Exhibit A-5  745268223  (x) the related Account Debtor (i) is a resident of the United States of America  and has provided Seller with a billing address in the United States of America, (ii) is not an  Affiliate of Seller or Parent and (iii) is not a natural person,  (xi) such Receivable (i) is denominated and payable only in USD in the United  States and (ii) is not payable in installments,  (xii) such Receivable is not a Receivable which arose as a result of the sale of  consigned goods or finished goods that have incorporated any consigned goods into such finished  goods or a sale in which Seller acted as a bailee, consignee or agent of any other Person or  otherwise not as principal or otherwise in respect of deferred or unearned revenues,  (xiii) such Receivable does not constitute a re-billed amount arising from a  deduction taken by the related Account Debtor with respect to a previously arising Receivable,  (xiv) as of the related Purchase Date, no Account Debtor Insolvency Event has  occurred with respect to the related Account Debtor, such Account Debtor is not delinquent or in  default either on more than 5% of its then unpaid and outstanding Receivables, or more than 5%  its then unpaid and outstanding Purchased Receivables,  (xv) such Receivable (i) does not arise from a sale of accounts made as part of a  sale of a business or constitute an assignment for the purpose of collection only, (ii) is not a transfer  of a single account made in whole or partial satisfaction of a preexisting indebtedness or an  assignment of a right to payment under a contract to an assignee that is also obligated to perform  under the contract and (iii) is not a transfer of an interest in or an assignment of a claim under a  policy of insurance,  (xvi) such Receivable constitutes an account or a payment intangible as defined  in the UCC and is not evidenced by instruments or chattel paper, and  (xvii) the related Account Debtor is Anheuser-Busch LLC (but only so long as  Anheuser-Busch LLC remains a direct or indirect wholly-owned subsidiary of Anheuser-Busch  InBev SA/NV), or the related Account Debtor is Crown Cork and Seal USA, Inc. (“CCSU”) (but  only so long as CCSU remains a direct or indirect wholly-owned subsidiary of Crown Holdings,  Inc.) and/or such other Account Debtors as Purchaser may agree to from time to time in its sole  discretion and in a writing signed by the Purchaser.  “Event of Repurchase”: The meaning set forth in Section 7(a) hereof.  “Excluded Taxes”: Any of the following taxes imposed on or with respect to Purchaser or  required to be withheld or deducted from a payment to Purchaser, taxes imposed on or measured  by net income (however denominated) or capital, franchise taxes, and branch profits taxes, in each  case, (i) imposed as a result of Purchaser being organized under the laws of, or having its principal  office or applicable lending office located in, the jurisdiction imposing such tax (or any political  subdivision thereof), (ii) imposed under or as a result of FATCA, or (iii) that are taxes imposed as  a result of a present or former connection between Purchaser and the jurisdiction imposing such  tax (other than connections arising from Purchaser having executed, delivered, become a party to,  performed its obligations under, received payments under, received or perfected a security interest  





 






   Exhibit A-6  745268223  under, Purchased Receivables under or engaged in any other transaction pursuant to this  Agreement).  “Facility Amount”: Up to USD 300,000,000, as such amount may be reduced from time to  time by the Seller in accordance with the terms of Section 2(g) hereof.  “FATCA”: means Sections 1471 through 1474 of the Code, as of the date of this Agreement  (or as amended or a successor version that is substantively comparable and not materially more  onerous to comply with), any current or future regulations or official interpretations thereof, any  agreements entered into pursuant to Section 1471(b)(1) of the Code (or any amended or successor  version as described above), any intergovernmental agreement entered into in connection with  such sections of the Code and any legislation, law, regulation or practice enacted or promulgated  pursuant to such intergovernmental agreement.  “First Tier Parent Guarantee”: A guarantee agreement in form and substance satisfactory  to Seller and Purchaser duly executed and delivered by Parent to Seller, as the purchaser under the  Sale Agreement and assigned to Deutsche Bank Trust Company Americas and Intesa Sanpaolo  S.p.A.  “GAAP”: means generally accepted accounting principles in the United States of America  or the International Financial Reporting Standards issued by the International Accounting  Standards Board (IASB) and related interpretations (in each case as in effect from time to time).  “Identification Ratio”: means the ratio (expressed as a percentage and rounded to the  nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of each  calendar month by dividing: (a) the aggregate of all Collections during such month on all  outstanding receivables originated by the Originator (whether or not Purchased Receivables  hereunder (and whether or not then owned, pledged or otherwise assigned by the Originator),  which were not, within five (5) Business Days of receipt of such Collections, properly identified  as being related or applicable to a particular receivable (whether or not a Purchased Receivable),  by (b) the aggregate of all Collections during such month on all outstanding Purchased  Receivables, which were, within five (5) Business Days of receipt of such Collections, properly  identified as being related or applicable to a particular Purchased Receivable.  “Indemnified Amounts”: The meaning set forth in Section 7(b) hereof. “Indemnified  Party”: The meaning set forth in Section 7(b) hereof.  “Insolvency Event”: With respect to any Person, such Person shall generally not pay its  debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or  shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted  by or against such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation,  winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its  debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or  seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other  similar official for it or for any substantial part of its property and, in the case of any such  proceeding instituted against it (but not instituted by it), either such proceeding shall remain  undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding  





 






   Exhibit A-7  745268223  (including, without limitation, the entry of an order for relief against, or the appointment of a  receiver, trustee, custodian or other similar official for, it or for any substantial part of its property)  shall occur; or such Person shall take any action to authorize any of the actions set forth above in  this definition; provided, that in the case of the inability of a Person to pay its debts as such debts  become due arising by reason of currency restrictions or foreign political restrictions or regulations  beyond the control of Seller or such Person, such event shall not be deemed an “Insolvency Event”  hereunder.  “Intercreditor Agreement”: That certain Intercreditor Agreement, dated as of the date  hereof, by and among the ABL Agent, the Purchaser, the Seller and Constellium Muscle Shoals  LLC as servicer under the Purchase Agreement, as amended, restated, supplemented or otherwise  modified from time to time.  “Invoice Due Date”: With respect to a Purchased Receivable, the last date identified for  timely payment in the applicable original invoice.  “LIBOR”: With respect to any purchase of Receivables on any Purchase Date, the offered  rate for deposits in U.S. dollars in the London interbank market for a period determined by the  Purchaser, by reference to ICE Benchmark Administration Limited (“ICE”) (or the generally  accepted industry successor thereto) appearing at Reuters Reference LIBOR01 page (or on any  successor thereto or substitute therefor), as of 11:00 a.m. (London time) day that the Purchase  Price is paid pursuant hereto; provided, however, that if such a rate (x) ceases to be available on  such Reuters Reference LIBOR01 page (or on any generally accepted industry successor thereto  or substitute therefor) or (y) is otherwise replaced, withdrawn or ceases to be available in the  financial markets generally, then, in either such case, “LIBOR”, on any such date of determination,  shall be a rate per annum, for the relevant period, as may be reasonably determined (based on  commercially reasonable standards for such determinations at such time) by the Purchaser, and  reasonably agreed to, on any such date, by the Seller; provided, further, however, if any such  determined rate at any such time is less than 0.0%, then “LIBOR” for purposes hereof in  connection with such determination, at such time, shall be deemed to be 0.0%.  “Material Adverse Change”: With respect to any Person, an event that results or could  likely result in (a) a material adverse change in (i) the business condition (financial or otherwise),  operations, performance or properties of such Person, or (ii) the ability of such Person to fulfill its  obligations hereunder, or (b) the impairment of the validity or enforceability of, or the rights,  remedies or benefits available to, Purchaser under this Agreement.  “Moody’s”: Moody’s Investors Service, Inc.  “Net Invoice Amount”: The amount shown on the original invoice for the applicable  Purchased Receivable as the total amount payable by the applicable Account Debtor, which  amount shall be net of any discounts, credits or other allowances identified with specificity on such  original invoice.  “OFAC”: The meaning set forth in the definition of “Sanctioned Country”.  “Offset Condition”: On any date of determination shall be satisfied, so long as (i) the  aggregate outstanding Purchase Prices of all Purchased Receivables at such time related to any  





 






   Exhibit A-8  745268223  Account Debtor and its Affiliates (on a combined basis) does not exceed (ii) 90% of (x) the  aggregate outstanding principal balance of all receivables payable at such time by such Account  Debtor (whether or not such receivables are Purchased Receivables hereunder), minus (y) the  aggregate amounts of principal and interest, if any, at such time in respect of any amounts which  are subject to payment by (whether or not then due and payable) the Seller or any of its Affiliates  (on an aggregate basis), to or for the account of such Account Debtor (and any of its Affiliates (on  a combined basis).  “Organization Documents”: Means (a) with respect to any corporation, the certificate or  articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with  respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the  certificate or articles of formation or organization and the operating agreement, or the equivalent  thereof; and (c) with respect to any partnership, joint venture, trust or other form of business entity,  the partnership, joint venture or other applicable agreement of formation or organization and any  agreement, instrument, filing or notice with respect thereto filed in connection with its formation  or organization with the applicable governmental authority in the jurisdiction of its formation or  organization and, if applicable, any certificate or articles of formation or organization of such  entity, or any equivalent thereof.  “Originator”: means the Seller.  “Outstanding Account Debtor Purchase Amount”: As of the date of determination, an  amount equal to (i) the aggregate amount paid by Purchaser to Seller in respect of Purchased  Receivables of a particular Account Debtor, minus (ii) the aggregate amount of all Collections  with respect to such Purchased Receivables actually deposited into the Collection Account.  “Outstanding Aggregate Purchase Amount”: As of the date of determination, an amount  equal the Outstanding Account Debtor Purchase Amount for all Account Debtors.  “Parent”: Constellium International SAS, a French joint stock company.  “Parent Guarantee”: A guarantee agreement in form and substance satisfactory to  Purchaser duly executed and delivered by Parent to Deutsche Bank Trust Company Americas and  Intesa Sanpaolo S.p.A. as the purchasers under the Purchase Agreement.  “Person”: An individual, partnership, corporation (including a business trust), limited  liability company, limited partnership, joint stock company, trust, unincorporated association, joint  venture or other entity, or a government or any political subdivision or agency thereof.  “Prior Agreement”: The meaning set forth in the recitals hereto.  “Prior Agreement Outstanding Aggregate Purchase Amount”: With respect to Purchaser’s  commitment under the Prior Agreement, shall have the meaning assigned to the term “Outstanding  Aggregate Purchase Amount” in the Prior Agreement.  “Proposed Receivables”: With respect to any Purchase Date, the Eligible Receivables  proposed by Seller to Purchaser for purchase hereunder and described in a Purchase Request to be  purchased on such Purchase Date.  





 






   Exhibit A-9  745268223  “Purchase Date”: Each date on which Purchaser purchases Eligible Receivables.  “Purchase Price”: The meaning set forth in Section 2(d) hereof.  “Purchase Request”: The meaning set forth in Section 2(a) hereof.  “Purchase Termination Date”: The date which is the earlier of (i) on which this Agreement  terminates pursuant to Section 2(b) hereof, (ii) the date declared by Purchaser in its sole discretion  following the occurrence of a Termination Event, (iii) the date declared by the Seller in accordance  with the terms of Section 2(b) hereof, and (iv) September 30, 2023, as such date may be extended  in accordance with the terms of Section 2(b) hereof.  “Purchased Receivables”: The meaning set forth in Section 2(a) hereof.  “Purchaser”: The meaning set forth in the preamble hereto.  “Receivables”: Any indebtedness or other payment obligation owing to Seller by any  Account Debtor (whether constituting an account or payment intangible), including any right to  payment of interest or finance charges and other obligations of such Account Debtor with respect  thereto, arising out of Seller’s sale and delivery of goods or Seller’s sale and provision of services.  “Regulatory Change”: means, relative to any Person:  (a) any change in (or the adoption, implementation, administration, change in  phase-in or interpretation or commencement of effectiveness of) any:  (i) Applicable Law applicable to such Person;  (ii) regulation, interpretation, directive, requirement or request (whether  or not having the force of law) applicable to such Person of (A) any governmental  authority charged with the interpretation or administration of any Applicable Law referred  to in clause (a)(i) or of (B) any fiscal, monetary or other authority having jurisdiction over  such Person;  (iii) GAAP, IFRS or regulatory accounting principles applicable to such  Person and affecting the application to such Person of any Applicable Law, regulation,  interpretation, directive, requirement or request referred to in clause (a)(i) or (a)(ii) above;  or  (iv) notwithstanding the forgoing, (A) the Dodd-Frank Wall Street  Reform and Consumer Protection Act and all requests, rules, guidelines or directives  thereunder, issued in connection therewith or in implementation thereof, and (B) all  requests, rules, guidelines and directives promulgated by the Bank for International  Settlements, the Basel Committee on Banking Supervision (or any successor or similar  authority) or the United States or foreign governmental or regulatory authorities, shall in  each case be deemed to be a “Regulatory Change” occurring and implemented after the  date hereof, regardless of the date enacted, adopted, issued or implemented; or  





 






   Exhibit A-10  745268223  (b) any change in the application to such Person of any existing Applicable  Law, regulation, interpretation, directive, requirement, request or accounting principles referred to  in clause (a)(i), (a)(ii), (a)(iii) or (a)(iv) above.  “Related Rights”: means, with respect to any Receivable:  (a) all of the Seller’s interest in any documents of title evidencing the shipment  or storage of any goods that give rise to such Receivable, and all goods (including returned goods)  relating to such Receivable,  (b) all instruments, chattel paper or other documents or contracts, to the extent  evidencing such Receivable,  (c) all other security interests or liens and property subject thereto from time to  time, to the extent purporting to secure payment of such Receivable, whether pursuant to the  Contract related to such Receivable or otherwise, together with all UCC financing statements or  similar filings relating thereto,  (d) all of the Seller’s rights, interests and claims under the Contracts and all  guaranties, indemnities, insurance and other agreements (including the related Contract) or  arrangements of whatever character from time to time, to the extent supporting or securing  payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the  Contract related to such Receivable or otherwise,  (e) the Seller’s rights and remedies as against the Originator or Parent under  the Sale Agreement and/or any other Transaction Document; and  (f) all Collections and proceeds of any of the foregoing.  “Repurchase Date”: The meaning set forth in Section 7 hereof. “Repurchase Price”: The  meaning set forth in Section 7 hereof.  “Repurchase Rate”: For any Purchased Receivable repurchased by the Seller, a rate per  annum equal to the Discount Rate.  “Repurchase Ratio”: means, the ratio (expressed as a percentage) with respect to any  month, equal to (i) the aggregate outstanding balance of all Purchased Receivables which has  become the subject of a Repurchase Event, divided by (ii) the aggregate outstanding balance of all  Receivables generated by the Seller one month prior to such month.  “Retained Obligations”: The meaning set forth in Section 8 hereof.  “Sanctioned Country”: A country that is the subject of country-wide or territory wide  economic or trade sanctions administered by the US Treasury Department’s Office of Foreign  Assets Control (“OFAC”).  “Sanctioned Person”: Any of the following currently or in the future: (i) an entity, vessel,  or individual named on the list of Specially Designated Nationals or Blocked Persons maintained  





 






   Exhibit A-11  745268223  by U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) available at  http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or on the  consolidated list of persons, groups, and entities subject to the European Union financial sanctions  currently available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm; (ii) any entity or  individual located in or organized under the laws of any Sanctioned Country to the extent that the  entity or individual is subject to sanctions under Sanctions Laws; (iii) any entity or individual  otherwise a subject of sanctions under Sanctions Laws; and (iv) any entity or individual engaged  in sanctionable activities under the Sanctions Laws.  “Sanctions Laws”: The sanctions laws, regulations, and rules promulgated or administered  by OFAC and the U.S. Department of State, including any enabling legislation or Executive Order  related thereto, as amended from time to time; the sanctions and other restrictive measures applied  by the European Union in pursuit of the Common Foreign and Security Policy objectives set out  in the Treaty on European Union; the United Kingdom, and any similar sanctions laws as may be  enacted from time to time in the future by the U.S., the European Union (and any of its member  states), or the Security Council or any other legislative body of the United Nations; and any  corresponding laws of jurisdictions in which Seller operates or in which the proceeds of the  Purchase Price will be used or from which repayments of such obligations be derived.  “Scheduled Payment Date”: For any invoice, the date arrived at by adding the Buffer Period  to the Invoice Due Date.  “Seller”: The meaning set forth in the preamble.  “Sold Assets”: The meaning set forth in Section 2(f) hereof.  “Standard & Poor’s”: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.  “Successor Benchmark Rate”: The meaning set forth in Section 17 hereof.    “Termination Event”: Each of the following shall be a “Termination Event”:  (a)(i) Seller or Parent shall fail to perform or observe any term, covenant or  agreement under this Agreement or any Transaction Document and, except as otherwise provided  herein, such failure shall continue for five (5) Business days after such Person’s knowledge or  notice thereof or (ii) Seller shall fail to make when due any payment or deposit to be made by it  under this Agreement including without limitation, any payment or deposit of Collections Due on  each Settlement Date or under Section 7(b) of this Agreement and such failure shall continue  unremedied for one Business Day;  (b) any representation or warranty made by Seller or Parent (or any of their  respective officers) under or in connection with this Agreement or any Transaction Document, or  any information or report delivered by Seller or Parent pursuant to the Agreement, shall prove to  have been incorrect or untrue in any material respect when made or deemed made or delivered and  shall continue unremedied for five (5) Business days after such Person’s knowledge or notice  thereof;  





 






   Exhibit A-12  745268223  (c) Seller shall fail to deliver any report required to be delivered by this  Agreement when due;  (d) this Agreement or any purchase pursuant to the Agreement shall for any  reason: cease to create with respect to the Purchased Receivables, or the interest of Purchaser with  respect to such Purchased Receivables shall cease to be, a valid and enforceable first priority  perfected ownership interest, free and clear of any Adverse Claim; or there shall exist any Adverse  Claim on the Purchased Receivables other than the Adverse Claims created under this Agreement;  (e) Seller or Parent shall generally not pay its debts as such debts become due,  or shall admit in writing its inability to pay its debts generally, or shall make a general assignment  for the benefit of creditors; or any proceeding shall be instituted by or against Seller seeking to  adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,  arrangement, adjustment, protection, relief or composition of it or its debts under any law relating  to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order  for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for  any substantial part of its property and, in the case of any such proceeding instituted against it (but  not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of  60 days, or any of the actions sought in such proceeding (including the entry of an order for relief  against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for  any substantial part of its property) shall occur; or Seller or Parent shall take any corporate action  to authorize any of the actions set forth above in this paragraph;  (f) (i) on any date of determination the (A) Default Ratio shall exceed 1.00%,  (B) the Delinquency Ratio shall exceed 1.00%; (C) the Repurchase Ratio shall exceed 3.00%, or  (D) the Identification Ratio shall exceed 5.00%, (ii) the average for three consecutive calendar  months of: (A) the Default Ratio shall exceed 1.00%, (B) the Delinquency Ratio shall exceed  1.00%, (C) the Repurchase Ratio shall exceed 3.00%, or (D) the Identification Ratio shall exceed  5.00% or (iii) the Offset Condition shall fail to be satisfied;  (g) a Change in Control shall occur;  (h) (i) Parent or Seller or any of their subsidiaries shall fail to pay any principal  of or premium or interest on any of its debt that is outstanding in a principal amount of at least  $75,000,000 in the aggregate when the same becomes due and payable (whether by scheduled  maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue  after the applicable grace period, if any, specified in the agreement, mortgage, indenture or  instrument relating to such debt (and shall have not been waived); or (ii) any other “default”, “event  of default” or similar event shall occur or condition shall exist under any agreement, mortgage,  indenture or instrument relating to any such debt and shall continue after the applicable grace  period, if any, specified in such agreement, mortgage, indenture or instrument;  (i) to the extent Ultimate Parent has a credit rating from Standard & Poor’s or  Moody’s (including, if applicable, a shadow rating from either such rating agency): (i) such rating  shall be downgraded below B- by Standard & Poor’s and below B3 by Moody’s or (ii) such rating  of Ultimate Parent is withdrawn by Standard & Poor’s or Moody’s, as the case may be (for the  avoidance of doubt, if either Standard & Poor’s or Moody’s takes any of the actions described in  





 






   Exhibit A-13  745268223  clauses (i) or (ii) above, whether or not such action is taken by the other or both, such action by  either such agency shall constitute a Termination Event hereunder);  (j) one or more final judgments for the payment of money in an amount in  excess of $50,000,000, individually or in the aggregate, shall be entered against Parent or Seller  on claims not covered by insurance or as to which the insurance carrier has denied its  responsibility;   (k) This Agreement, the Parent Guarantee, at any time, ceases to be the legal,  valid and binding obligation of the Seller or the Parent, or the Seller or the Parent, at any time,  challenges its obligations thereunder; or  (l) so long as any purchased receivables remain outstanding thereunder, any  “Termination Event” (as defined in the Prior Agreement) shall have occurred and be continuing  under the Prior Agreement.  “Transaction Documents”: means this Agreement, the Parent Guarantee, the First Tier  Parent Guarantee and all other certificates, instruments, UCC financing statements, reports,  notices, agreements and documents executed or delivered under or in connection with this  Agreement, in each case as the same may be amended, supplemented or otherwise modified from  time to time in accordance with this Agreement.  “UCC”: The Uniform Commercial Code in effect in the State of New York from time to  time.   “Ultimate Parent” means Constellium SE, a French company.  “Unmatured Termination Event”: means an event that, with the giving of notice or lapse  of time, or both, would constitute a Termination Event.  “USD”: United States Dollars, the lawful currency of the United States of America.    





 






   Exhibit B-1  745268223  Exhibit B  Form of Purchase Request  [date]  Constellium Muscle Shoals LLC   4805 Second Street  Muscle Shoals, AL 35661  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com     Reference is hereby made to that certain Receivable Sale Agreement, dated as of  September 30, 2021, between Constellium Muscle Shoals LLC (“Seller”) and Constellium Muscle  Shoals Funding III, LLC (“Purchaser”) (as it may be amended, modified or supplemented from  time to time, the “Agreement”; capitalized terms not otherwise defined herein shall have the  meanings set forth in the Agreement).  Pursuant to the terms of the Agreement, Seller hereby requests that Purchaser purchase  from Seller the Proposed Receivables listed herein with an aggregate Net Invoice Amount of  USD[_____].  Seller represents and warrants that as of the date hereof and on the Purchase Date:  1. Following the purchase of the Proposed Receivables set forth in this Purchase  Request, (A) the Outstanding Aggregate Purchase Amount does not exceed USD [ ] and (B) the  Outstanding Account Debtor Purchase Amount with respect to the Purchased Receivables  (assuming the Proposed Receivables constitute Purchased Receivables) payable by any Account  Debtor does not exceed the sublimit established by Purchaser for such Account Debtor;  2. Seller’s representations, warranties and covenants set forth in the Agreement are  true and correct;  3. The conditions precedent for purchase set forth in Section 2(d) of the Agreement  have been satisfied;  4. No Event of Repurchase exists on such Purchase Date except for repurchases being  effectuated on the date hereof by setoff by Purchaser against the Purchase Price for the Proposed  Receivables; and  5. There has not been any Material Adverse Change in Seller.  6. With respect to the related Proposed Receivables offered for sale by Seller to  Purchaser based on the approved Account Debtor(s), set forth below is the following: applicable  Account Debtor’s legal name, address, the invoice number(s), the stated amount of the invoice(s),  the date and term of the invoice(s), the stated due date of such invoice (s), the Scheduled Payment  Date of such invoice and the calculation of the Offset Condition:  





 






   Exhibit B-2  745268223  [__________________________________________________]  [__________________________________________________]  [__________________________________________________]  Upon acceptance by Purchaser of this Purchase Request and payment of the Purchase Price,  Purchaser hereby purchases, and Seller hereby sells, all of Seller’s right, title and interest with  respect to the Proposed Receivables on the attached Exhibit as of the date hereof, and the  Proposed Receivables shall become Purchased Receivables in the manner set forth in the  Agreement.  Constellium Muscle Shoals LLC, as Seller      By: _______________________________________   Name:    Title:       PURCHASE REQUEST ACCEPTED:    Constellium Muscle Shoals Funding III, LLC    By:         Name:   Title:   Date:    





 






    Exhibit C-1  745268223  Exhibit C  [Reserved]    





 






    Exhibit D-1  745268223  Exhibit D  Payment Reconciliation  Exhibit D shows the payment for each individual invoice related to the Purchased Receivable.  Please include all the information in the Purchase Request together with the payment date,  payment amount, any Dilutions and the outstanding amount, if any.  Account  SOLD_TO_NAME  (Customer) Address  Document No  (Invoice No) Amount  Invoice  Date  Invoice  Due  Date  Term  Date  Payment  Date  Payment  Amount Offsets Outstanding                                             





 






    Exhibit E-1  745268223  Exhibit E  Form of Account Debtor Notice          





 






   B-1 Constellium: First Omnibus Amendment  745268061  EXHIBIT B          





 






EXECUTION VERSION    745260365 16500839  RECEIVABLES PURCHASE AGREEMENT  This RECEIVABLES PURCHASE AGREEMENT (as it may be amended, modified or  supplemented from time to time, this “Agreement”) is made as of September 30, 2021 among Constellium  Muscle Shoals Funding III LLC, a Delaware limited liability company, in its capacity as seller hereunder  (“Seller”), Constellium Muscle Shoals LLC, a Delaware limited liability company, in its capacity as  servicer hereunder (“Servicer”), Deutsche Bank Trust Company Americas, Deutsche Bank AG New York  Branch, and each other subsidiary or affiliate of either such party who may from time to time become a  party hereto (collectively, “DB”), in such capacity as a purchaser hereunder (each, a “Purchaser”) and Intesa  Sanpaolo S.p.A., New York Branch and each subsidiary or affiliate who may from time to time become a  party hereto (collectively, “Intesa”), in its capacity as a purchaser hereunder (each, a “Purchaser” and,  together with DB, and each of their permitted successors and assigns, collectively, the “Purchasers”), and  in its capacity as purchaser representative hereunder (together with its successors and permitted assigns in  such capacity, the “Purchaser Representative”).  RECITALS   WHEREAS, Seller has purchased certain accounts receivable related to each account debtor listed  on Schedule 1 hereto (each an “Account Debtor” and, collectively, the “Account Debtors”) and is the legal  and beneficial owner of Receivables (as hereinafter defined) payable by each such Account Debtor; and  WHEREAS, Seller desires to sell certain Receivables to each Purchaser, and each Purchaser is  willing to purchase from Seller such Receivables, in which case the terms set forth herein shall apply to  such purchase and sale.  WHEREAS, the Servicer, Constellium Muscle Shoals Funding II, LLC, Intesa, DB and various  other parties previously entered into that certain Receivables Purchase Agreement, dated as of March 16,  2016 (as amended through and prior to the date hereof, the “Prior Agreement”).   WHEREAS, the Seller hereunder, and certain Purchasers and parties hereto, are not parties to the  Prior Agreement, but understand that the Prior Agreement is expiring pursuant to its terms on September  30, 2021.   WHEREAS, as a result of the expiration of the Prior Agreement, the Seller, the Servicer, the Parent  and certain of their respective subsidiaries and affiliates are seeking to enter into their Agreement, as a new  source of funds to monetize certain Eligible Receivables from time to time and finance certain business  activities in the ordinary course of business of the Seller, the Servicer, the Parent and certain of their  subsidiaries and affiliates.   THEREFORE, for good and valuable consideration, the sufficiency of which is hereby  acknowledged, the parties hereto agree as follows:  1. DEFINITIONS. Certain capitalized terms used in this Agreement shall have the meanings  given to those terms in Exhibit A attached hereto and thereby incorporated herein.  2. SALE AND PURCHASE.  (a) Sale.  Commencing on the date hereof and ending on the Purchase Termination  Date, Seller may from time to time make an offer to sell to a Purchaser a 100% interest in  certain Proposed Receivables by submitting to the Purchasers and the Purchaser  Representative a request substantially in the form of Exhibit B hereto by 2:00 p.m., (New  





 






   2  745260365 16500839  York City time), at least three Business Days prior to any purchase hereunder (a “Purchase  Request”), and each Purchaser agrees, subject to the requirements for purchase and all of  the terms and conditions therefor set forth herein (including the conditions precedent set  forth in Section 2(c)), to purchase from Seller the related Proposed Receivables identified  in such Purchase Request.  The Seller shall have the right to select which Purchaser to offer  certain specific Proposed Receivables on any applicable Purchase Date; provided,  however, that (i) that the applicable Purchase Request which has been delivered to all  Purchasers shall identify which specific Proposed Receivables are being offered to each  Purchaser, respectively, on such date, (ii) when determining which Proposed Receivables  to offer to a Purchaser, the Seller shall not use selection procedures which could be  reasonably expected to materially and adversely affect any Purchaser when compared to  the Proposed Receivables offered to any other Purchaser and (iii) the Seller shall offer  individual Proposed Receivables to each Purchaser on a substantially ratable basis (based  on the Commitments of each such Purchaser, respectively).  Notwithstanding anything  herein to the contrary, and for the avoidance of doubt, any Proposed Receivable offered to  a Purchaser shall be 100% of such Proposed Receivable and the Purchasers will not be  sharing ratable portions of any individual Purchased Receivables.  Subject to the  satisfaction of the conditions precedent set forth in Section 2(c) hereof, with respect to any  Proposed Receivable on any Purchase Date, the applicable Purchaser to whom such  Proposed Receivable is being offered on such date shall and hereby does purchase from  Seller, and Seller shall and hereby does sell to such Purchaser, without representation,  warranty, covenant or recourse except as expressly provided herein, all of Seller’s right,  title and interest in such Proposed Receivable and all Related Rights with respect thereto  as of the applicable Purchase Date (all such Proposed Receivables together with such  Related Rights, once sold to and purchased by a Purchaser hereunder, being referred to,  collectively, as the “Purchased Receivables”).  The Seller shall not request and no  Purchaser shall be required to fund more than two (2) purchases per week, to take place on  the Monday and Thursday of each week (or, if any such day is not a Business Day, on the  immediately following Business Day).  No single request for purchase hereunder shall be  for an amount less than $250,000.  Each Purchaser’s obligation hereunder shall be several,  such that the failure of any Purchaser to make a payment in connection with any Proposed  Receivables offered to it on any Purchase Date hereunder shall not relieve any other  Purchaser of its obligation hereunder to make payment in connection with any other  Proposed Receivables offer to such other Purchaser on such date; it being understood that  no Purchaser shall be responsible for the obligations of any other Purchaser. If a Purchaser  fails its obligation to purchase any Proposed Receivable offered to it hereunder on any  Purchase Date, the Seller may offer such Proposed Receivables to the other Purchaser, and  if so offered, such other Purchaser shall be obligated to fund such Proposed Receivables,  subject to all conditions to funding in paragraph (c) below and otherwise herein being  satisfied at such time; it being understood that no Purchaser shall be obligated or committed  to fund any purchases hereunder if, after giving effect thereto, the sum of (x) the  Outstanding Aggregate Purchase Amount funded by such Purchaser hereunder, plus (y)  the Prior Agreement Outstanding Aggregate Purchase Amount funded by such Purchaser  under the Prior Agreement and which remain outstanding shall exceed its Commitment  hereunder at such time.    (b) Term.  This Agreement shall continue in effect until the Purchase Termination  Date provided that either Purchaser shall have the right to terminate this Agreement solely with respect to  such Purchaser at any time (i) upon ten (10) days’ prior written notice to Seller and the Purchaser  Representative in the event that such Purchaser is legally prohibited under applicable law or any rule or  regulation applicable to such Purchaser from being a party to this Agreement or consummating the  





 






   3  745260365 16500839  transactions contemplated hereunder, (ii) as provided in Section 5 below, and (iii) as provided in  paragraphs  (b), (c) and (d) of Section 7 below; provided further, that Seller shall have the right to terminate this  Agreement (A) as provided in the last sentence of Section 7(d) below and (B) upon thirty (30) days’ prior  written notice to Purchasers.  Termination shall not affect the rights and obligations of the parties with  respect to Purchased Receivables sold hereunder prior to the Purchase Termination Date or are expressed  to survive termination hereof.  Notwithstanding the foregoing, so long as no Termination Event or  Unmatured Termination Event has occurred and is continuing, Seller may provide a written request to each  Purchaser and the Purchaser Representative no less than 90 days prior to the then existing Purchase  Termination Date of its desire to extend the then current Purchase Termination Date and each Purchaser  shall notify Seller within 30 days of the then existing Purchase Termination Date whether such Purchaser  has elected and agreed (in its sole discretion) to extend such Purchase Termination Date, solely with respect  to itself, for a period not longer than an additional term of 728 days from the date of such election by such  Purchaser.  (c) Conditions Precedent.  Each purchase of Proposed Receivables described in a  Purchase Request is subject to the satisfaction of the following conditions prior to (and, if applicable, after  giving effect to) the proposed Purchase Date, all to the reasonable satisfaction of the applicable Purchaser  to whom such Proposed Receivables have been offered:  (i) No event has occurred and is continuing, or  would result from such purchase that constitutes a Termination Event or an  Unmatured Termination Event;  (ii) No Material Adverse Change has occurred since  the last purchase of Receivables under this Agreement with respect to Seller,  Parent, Originator or Servicer;   (iii) The Servicer has delivered the most recent  Servicer Report required to be delivered by it hereunder;  (iv) (A) There are no amounts then due and owing by  the Seller or the Originator to the Account Debtor in respect of any Purchased  Receivable (including, without limitation, in relation to any adjustments or  settlements related to any preliminary invoices, based on any agreements with  respect thereto between the Seller or the Originator and the Account Debtor); and  (B) the Offset Condition shall be satisfied before and after giving effect to the  purchase of such Proposed Receivables;  (v) The Sale Agreement remains in full force and  effect and no Termination Event or Unmatured Termination Event has occurred  and is continuing thereunder;  (vi) The applicable Purchaser and the Purchaser  Representative shall have received at least three Business Days prior to any  purchase (A) a Purchase Request with respect to the Proposed Receivables, (B)  the related Contract (or portion thereof that is permitted to be disclosed to the  Purchasers by the parties to such applicable Contract) and any material  amendments thereto to the extent affecting the Receivables, in each case, to the  extent not previously delivered to such Purchaser, and (C) such additional  





 






   4  745260365 16500839  supporting documentation that the applicable Purchaser may have reasonably  requested;  (vii) The applicable Purchaser is not legally prohibited  from purchasing the Proposed Receivables listed on the relevant Purchase  Request;   (viii) The representations and warranties contained in  this Agreement and the Purchase Request shall be true and correct (subject to any  applicable materiality qualification to the extent expressly set forth in any  particular representation or warranty) on and as of such Purchase Date;  (ix) Seller, Servicer and Parent shall be in compliance  (subject to any applicable materiality qualification to the extent expressly set forth  in any particular covenant or other provision) with each term, covenant and other  provision of this Agreement and the Parent Guarantee applicable to Seller,  Servicer or Parent, as applicable;  (x) No Event of Repurchase shall then exist  hereunder or under (and as defined in) the Prior Agreement, unless Seller has  repurchased and paid (or is paying on such proposed Purchase Date and the  applicable Purchaser who purchased the related Purchased Receivable is satisfied  that Seller will be paying on such proposed Purchased Date in cash), the full  amount of the Repurchase Price (or the amount subject to Dispute or Dilution, to  the extent provided pursuant to Section 7 hereof) for the affected Purchased  Receivables pursuant to the terms of Section 7 hereof;  (xi) Following the sale and purchase of the Proposed  Receivables set forth in the related Purchase Request, (A) the sum of (x) the  Outstanding Aggregate Purchase Amount, plus (y) the Prior Agreement  Outstanding Aggregate Purchase Amount which remain outstanding under the  Prior Agreement, with respect to the applicable Purchaser, shall not exceed such  Purchaser’s Commitment hereunder, and (B) the sum of (x) the Outstanding  Aggregate Purchase Amount for all Purchased Receivables for all Purchasers  hereunder and under the Prior Agreement, collectively, plus (y) the Prior  Agreement Aggregate Outstanding Purchase Amounts for all Purchasers under  the Prior Agreement shall not exceed the Facility Amount hereunder;   (xii) (A) No Account Debtor Insolvency Event shall  have occurred and be continuing with respect to any Account Debtor obligated  on the Proposed Receivables described in such Purchase Request, and no  Insolvency Event with respect to Seller, Servicer or Parent shall have occurred  and be continuing; and (B) neither Moody’s nor Standard & Poor’s shall have  rated or downgraded Anheuser-Busch InBev SA/NV from its current rating to a  rating below Baa3 (in the case or Moody’s) or below BBB- (in the case of  Standard & Poor’s);  (xiii) Each Purchaser shall have received payment of  all Commitment Fees due and payable to such Purchaser under Section 2(e) and  





 






   5  745260365 16500839  all other amounts due to such Purchaser under this Agreement and the Prior  Agreement by any party at such time have been paid;   (xiv) The Collection Account shall be open under the  Collection Account Agreement and not subject to a notice of termination by the  account bank under the Collection Account Agreement, or a replacement  collection account under a replacement collection account agreement reasonably  acceptable to each Purchaser shall be in effect (or scheduled to be in effect upon  the termination of the Collection Account); and  (xv) On the initial Purchase Date, the Purchasers shall  have received each of the following documents, each dated such date and in form  and substance satisfactory to each such Purchaser:  (A) Executed counterparts of this Agreement and each of the other  Transaction Documents by the parties thereof;  (B) Each Purchaser shall have received evidence satisfactory to it that  Seller shall have established the Collection Account and the Purchaser Representative shall have control  over such account for the benefit of the Purchasers as herein provided and pursuant to the Collection  Account Agreement;  (C) A certificate of each of the Secretary or Assistant Secretary of  Seller, Servicer and the Parent certifying the names and true signatures of the incumbent officers authorized  on behalf of such Person to execute and deliver this Agreement, each Purchase Request, the other  Transaction Documents and any other documents to be executed or delivered by it hereunder, together with  its Organizational Documents and board resolutions, evidencing necessary organizational action and  governmental approvals, if any, necessary for Seller, Servicer and Parent to execute, deliver and perform  its obligations under this Agreement and the other Transaction Documents.  (D) UCC and tax judgment lien searches or equivalent reports or  searches, listing all effective financing statements, lien notices or comparable documents that name Seller  or Originator as debtor and that are filed in those state and county jurisdictions in which Seller or Originator  is organized or maintains its principal place of business or chief executive office and such other searches  that the Purchasers deem reasonably necessary or appropriate.  (E) Acknowledgment copies of proper termination statements (Form  UCC-3) and any other relevant filings necessary to evidence the release of all security interests, ownership  and other rights of any Person previously granted by Seller in the Proposed Receivables.  (F) Copies of proper Uniform Commercial Code financing statements  (or appropriate amendments thereto) identifying Seller as “seller” and each Purchaser as “buyer”, together  with evidence that they have been duly filed on or before the initial Purchase Date hereunder in the correct  filing office under the Uniform Commercial Code of the jurisdiction in which seller is located for purposes  of the UCC.  For the avoidance of doubt, each Purchaser will be listed as a “buyer” in separate Uniform  Commercial Code financing statements.  (G) A good standing certificate for each of Seller, Servicer and Parent  from its respective jurisdiction of organization.  





 






   6  745260365 16500839  (H) A fully completed Seller Information Schedule in the form  attached as Schedule 2, containing certain factual information regarding Seller to the extent that such  information was not previously delivered to the Purchasers.  (I) A duly executed Parent Guarantee, together with a secretary’s  certificate of Parent and such other documentation relating to Parent as the Purchasers may request.   (J) A favorable legal opinion of counsel to each of Seller, Servicer  and Parent covering enforceability, general corporate matters, no conflicts and UCC matters, in form and  substance satisfactory to the Purchasers and addressed to the Purchasers;  (K) A favorable “true sale” opinion of counsel to Seller in form and  substance satisfactory to the Purchasers and addressed to the Purchasers;   (L) A schedule of Receivables purchased by the Purchasers from the  Seller on each Purchase Date, as such schedule may be amended, modified, updated or supplemented from  time to time as Receivables are purchased by any Purchaser hereunder;   (M) Originator and Seller shall have executed and delivered to each  Purchaser two (2) original Notifications of Assignment in the form of Exhibit E hereto to be used in  accordance with Section 6(d); and   (N) All documents and other evidence that each Purchaser requires for  its know-your-customer and other compliance checks on Seller, Servicer, Parent and each Account Debtor.  (d) Purchase Price.  The purchase price for any Purchased Receivable purchased on  any Purchase Date (the “Purchase Price”) shall be determined on and as of the applicable Purchase Date  (without any subsequent adjustment whether for late payment, credit rating deterioration or otherwise),  shall be paid to Seller on the Purchase Date and shall be equal to:  Purchase Price = A - (A x (B x ((C)/360)), where:  A = Net Invoice Amount  B = Discount Rate  C =  number of days between the Purchase Date and the Scheduled Payment Date  (including the Purchase Date, but not including the Scheduled Payment Date  On each Purchase Date, the Purchase Price for Purchased Receivables purchased by any Purchaser shall be  paid by such Purchaser to such account designated by the Seller (or the Servicer on its behalf) in  immediately available funds.  (e) Commitment Fee and Purchaser Account Information.  The Seller shall pay to each  Purchaser, a commitment fee (the “Commitment Fee”) on the last business day of each calendar quarter  (commencing with the calendar quarter ending on December 31, 2021) and on the Purchase Termination  Date, to each Purchaser, respectively, in an amount equal to: (i) solely with respect to the first quarterly  payment to be paid on December 31, 2021, an amount calculated in arrears on a daily basis at a rate of  0.56% per annum (calculated on a 360-day basis), on the difference between such Purchaser’s Commitment  and such Purchaser’s Outstanding Aggregate Purchase Amount on each such day during such period, and  (ii) with respect to all quarterly payments and respective quarterly periods thereafter, an amount calculated  





 






   7  745260365 16500839  in arrears on a daily basis at a rate of 0.60% per annum (calculated on a 360-day basis), on the difference  between such Purchaser’s Commitment and such Purchaser’s Outstanding Aggregate Purchase Amount on  each such day during such period.  The Commitment Fee, and all other payments to be made to the  Purchasers pursuant to the terms of this Agreement and the other Transaction Documents, shall be made to  the following account maintained in (x)  in the case of Intesa, in the name of Intesa Sanpaolo S.p.A., New  York Branch , at Intesa Sanpaolo S.p.A., New York Branch, with account number 35150840049, ABA #  026005319, SWIFT code BCITUS33XXX, and (y) in the case of DB, in the name of Deutsche Bank Trust  Company Americas, at Deutsche Bank Trust Company Americas, with account number 99401268, ABA #  021001033 and SWIFT code BKTRUS33, or, in any such case, such other accounts designated by any such  Purchaser from time to time.  (f) Commitment. The Seller shall have the unilateral right to reduce the Commitment  of a Purchaser by providing such Purchaser with thirty (30) days’ prior written notice of such reduction in  the applicable Commitment. The reduction of the applicable Purchaser’s Commitment shall be effective as  of the date set forth in the Seller’s written notice to the Purchaser.  (g) True Sale; No Recourse.  Except as otherwise provided in Section 7 hereof, each  purchase of the Purchased Receivables is made without recourse to Seller, and Seller shall have no liability  to either Purchaser and each Purchaser shall be solely responsible for Account Debtor’s failure to pay any  Purchased Receivable purchased by such Purchaser when it is due and payable under the terms applicable  thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such assumption  of credit risk being effective as of the Purchase Date for such Purchased Receivables.  The Purchasers and  Seller have structured the transactions contemplated by this Agreement as a sale, and the Purchasers and  Seller each agree to treat each such transaction as a “true sale” for all purposes under applicable law and  accounting principles, including, without limitation, in their respective books, records, computer files, tax  returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their  respective financial statements).  Notwithstanding the intent of the parties hereunder, in the event that the  transfers hereunder are recharacterized as other than a sale from the Seller to each of the Purchasers, as  applicable, then in order to secure all of Seller’s obligations (monetary or otherwise) under this Agreement,  whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent,  Seller hereby grants to each Purchaser, and solely with respect to clause (iii) below, the Purchaser  Representative (for and on behalf of the Purchasers), a security interest in all of Seller’s right, title and  interest (including any undivided interest of Seller) in, to and under all of the following, whether now or  hereafter owned, existing or arising: (i) all Purchased Receivables and all Related Rights with respect  thereto purchased by each such Purchaser, respectively, (ii) all Collections with respect to such Purchased  Receivables, (iii) all accounts into which Collections may be deposited to which the Seller is the named  owner on the account, including the Collection Account, and all amounts on deposit therein relating to such  Purchased Receivables, (iv) all rights (but none of the obligations) of Seller under the Sale Agreement  between Constellium Muscle Shoals LLC and Seller relating to such Purchased Receivables, and (v) all  proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the  “Sold Assets”); it being understood that the security interest in any Sold Asset shall secure only obligations  of Seller to the Purchaser of such Sold Assets.  In addition, a Purchaser shall only have rights to the  Purchased Receivables and related Sold Assets which have been purchased by such Purchaser hereunder  and such Purchaser shall have no rights to any Purchased Receivables or other related Sold Assets purchased  by the other Purchaser hereunder.  3. REPRESENTATIONS AND WARRANTIES.  Until the later of the Purchase  Termination Date and the last Invoice Due Date (subject to any provisions hereof which by their express  terms survive termination, and subject to any specific representations which are expressly limited to a  particular date or dates) Seller and, to the extent specifically applicable to the Servicer below, the Servicer,  in each case represents and warrants to each Purchaser with respect to itself only that on the date hereof and  





 






   8  745260365 16500839  on each Purchase Date, the representations and warranties set forth below are true and correct (subject to  any applicable materiality qualification to the extent expressly set forth in any particular representation or  warranty below):   (a) Proposed Receivables.  (i) With respect to each transfer of Receivables  hereunder, as of the date of the applicable Purchase Request and the related  Purchase Date for such Proposed Receivable, the information contained in the  applicable Purchase Request in respect of such Proposed Receivable on the  applicable Purchase Date is a true and correct list of the Account Debtor’s name,  the purchase order numbers, the invoice numbers, the Net Invoice Amount due in  respect thereof and the Invoice Due Date, in each case, for each applicable  Proposed Receivable that is the subject of such Purchase Request.  With respect  to the Proposed Receivables listed on the related Purchase Request to be  transferred on the applicable Purchase Date to any Purchaser, as of the date of the  applicable Purchase Request and the related Purchase Date for such Proposed  Receivable, (A) all information contained in each Purchase Request is accurate in  all respect, (B) each invoice related to such Proposed Receivable is accurate in all  respects as of its date and the Purchase Date, as applicable, (C) the applicable  Purchaser to whom such Proposed Receivables have been offered, has received  true and correct copies of all the relevant documentation relating to each of the  Proposed Receivables requested by such Purchaser, (D) none of the Proposed  Receivables are currently evidenced by “chattel paper” or “instruments” (as each  such term is defined in Article 9 of the UCC), (E) each of the Proposed  Receivables is in full force and effect and is the valid and binding obligation of  the applicable Account Debtor, enforceable in accordance with its terms, and  constitutes the applicable Account Debtor’s legal, valid and binding obligation to  pay to Seller the amount of the Purchased Receivables, subject to, bankruptcy,  insolvency, reorganization, arrangement, moratorium and other laws of general  applicability relating to or affecting creditors’ rights, (F) neither Originator nor  any Account Debtor is in default in the performance of any of the provisions of  the documentation applicable to its transactions included within any Proposed  Receivables, including any of the Contracts relating to such Proposed  Receivables, (G) each Proposed Receivable and the Contract and sale terms  related thereto are not subject to any Dispute, whether arising out of the  transactions contemplated by this Agreement or independently thereof and (H)  Originator has delivered to the Account Debtor all property or performed all  services required to be so delivered or performed by the terms of the  documentation giving rise to the Proposed Receivables. The payments due with  respect to each Proposed Receivable are not contingent upon Seller’s or  Originator’s fulfillment of any further obligation.    (ii) With respect to the Proposed Receivables listed  on a Purchase Request, as of the date of the applicable Purchase Request and the  related Purchase Date for such Proposed Receivables, each Proposed Receivable  listed in such Purchase Request is an Eligible Receivable and a bona fide payment  obligation of the applicable Account Debtor identified in the applicable invoice  and due on the Invoice Due Date for such Proposed Receivable.  





 






   9  745260365 16500839  (iii) Each Proposed Receivable (A) arises under a  Contract between Originator and the applicable Account Debtor, (B) does not  require the applicable Account Debtor or any other Person to consent to the  transfer, sale or assignment of Seller’s rights to payment under such agreement  and (C) does not contain a confidentiality provision that purports to restrict the  ability of the applicable Purchaser who purchases such Proposed Receivables to  exercise its rights under this Agreement.   (iv) Seller is the legal and beneficial owner of each  Proposed Receivable free and clear of any lien, encumbrance or security interest,  and upon each purchase of a Proposed Receivable, the applicable Purchaser shall  acquire valid ownership of each Purchased Receivable and the Collections and  Related Rights with respect thereto prior to all other Persons.  (v) No sale or assignment hereunder constitutes a  fraudulent transfer or conveyance under any United States federal or applicable  state bankruptcy or insolvency laws or is otherwise void or voidable under such  or similar laws or principles or for any other reason.  (vi) All Proposed Receivables (i) were originated by  Seller or the Originator in the ordinary course of its business, and (ii) were sold  to the Seller (in the case of the Sale Agreement) and to the applicable Purchaser  hereunder, as applicable, for fair consideration and reasonably equivalent value.  (vii) No proceeds of any purchase will be used (i) for  any purpose that violates any applicable law, rule or regulation, including  Regulations T, U or X of the Federal Reserve Board or (ii) to acquire any security  in any transaction which is subject to Section 12, 13 or 14 of the Securities  Exchange Act of 1934, as amended.  (b) Seller.  Seller is a limited liability company, duly formed, validly existing and in  good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good  standing, in every jurisdiction where the nature of its business requires it to be so qualified except where  the failure to be so qualified would not have a material adverse effect on the ability of Seller to fulfill its  obligations hereunder or on the validity or enforceability of, or the rights, remedies or benefits available to  the Purchasers under this Agreement.  Seller is not subject to any Insolvency Event.  Seller was formed on  August 24, 2021 and Seller did not engage in any business activities prior to the date of this Agreement.  Seller has no subsidiaries.  (c) Servicer.  Servicer is a limited liability company, duly formed, validly existing and  in good standing under the laws of the State of Delaware and is duly qualified to do business, and is in good  standing, in every jurisdiction where the nature of its business requires it to be so qualified except where  the failure to be so qualified would not have a material adverse effect on the ability of Servicer to fulfill its  obligations hereunder or on the validity or enforceability of, or the rights, remedies or benefits available to  the Purchasers under this Agreement.  Servicer is not subject to any Insolvency Event.  In addition to any  specific representations and warranties made by the Servicer herein, in its capacity as such, Servicer hereby  makes all of the representations and warranties contained in the Sale Agreement whether in its capacity as  Originator or Servicer thereunder, incorporated herein by reference and as if expressly set forth in this  Agreement.  





 






   10  745260365 16500839  (d) No Conflict, etc.  The execution, delivery and performance by Seller or Servicer  (as the case may be) of this Agreement, each Purchase Request and each other document to be delivered by  Seller and Servicer hereunder, (i) are within its corporate or other organizational powers, (ii) have been  duly authorized by all necessary corporate or other organizational action, and (iii) do not contravene (A) its  Organizational Documents, (B) any law, rule or regulation applicable to it, (C) any contractual restriction  binding on or affecting it or its property, or (D) any order, writ, judgment, award, injunction or decree  binding on or affecting it or its property.  The Agreement has been duly executed and delivered by Seller  and Servicer.  Each of Seller and Servicer have furnished to the Purchasers a true, correct and complete  copy of its Organizational Documents, including all amendments thereto.  (e) Authorizations; Filings.  No authorization or approval or other action by, and no  notice to or filing with, any governmental entity is required for the due execution, delivery and performance  by Seller and Servicer of this Agreement or any other document to be delivered thereunder except, with  respect to the Seller, for the filing of any Uniform Commercial Code financing statements as may be  necessary to perfect the sale of Purchased Receivables pursuant to this Agreement and UCC-3 statements  releasing existing liens on the Receivables.  Other than the Uniform Commercial Code financing statements  to be released pursuant to the UCC-3s as aforementioned, no Uniform Commercial Code financing  statement or other instrument similar in effect naming Seller as debtor or seller and covering any Purchased  Receivable is on file in any filing or recording office, except those filed in favor of the Purchasers relating  to this Agreement, and no competing notice of assignment or payment instruction or other notice  inconsistent with the transactions contemplated in this Agreement is in effect with respect to any Account  Debtor, other than those contemplated in the Intercreditor Agreement.  (f) Enforceability.  This Agreement constitutes the legal, valid and binding obligation  of Seller and Servicer, enforceable against Seller and Servicer, as applicable, in accordance with its terms,  except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to  the enforcement of creditors’ rights generally and general principles of equity (regardless of whether  enforcement is sought at equity or law).  (g) Litigation Matters.  There is no pending (or, to its knowledge, threatened) action,  proceeding, investigation or injunction, writ or restraining order affecting Seller or Servicer before any  court, governmental entity or arbitrator which could reasonably be expected to result in a Material Adverse  Change, and neither Seller nor Servicer is currently the subject of, and has no present intention of taking  any action to commence, an Insolvency Event applicable to Seller or Servicer.  (h) Material Adverse Change.  There exists no event which has or is reasonably likely  to result in a Material Adverse Change with respect to Seller, Servicer, Parent or the Ultimate Parent.  (i) Change of Control.  No Change of Control has occurred.  (j) Liens.  All Purchased Receivables are free and clear of any Adverse Claim in favor  of the Internal Revenue Service, any employee benefit plan, the PBGC or similar entity.  (k) Review. Each of Seller and Servicer has discussed and reviewed this Agreement  with its accountant, independent auditors, tax advisors and counsel and neither Seller nor Servicer is relying  upon oral representations or statements or advice from any Purchaser.   (l) Investment Company Act.  Seller is not an “investment company,” or a company  “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as  amended (“Investment Company Act”).  In determining that Seller is not a “covered fund”, Seller is entitled  





 






   11  745260365 16500839  to rely on the exemption from the definition of “investment company” set forth in Section 3(c)(5)(A) of the  Investment Company Act, and may be able to rely on other exemptions or exclusions.  (m) Termination Events.  No Termination Event or Unmatured Termination Event has  occurred and is continuing.    (n) Tax Matters.  Each of Seller and the Servicer has filed all material tax returns and  reports required by applicable law to have been filed by it and has paid all material taxes, assessments and  governmental charges thereby shown to be owing by it, other than any such taxes, assessments or charges  that are being contested in good faith by appropriate proceedings and for which appropriate reserves have  been established.  (o) Accuracy of Information.  All information, exhibits, financial statements,  documents, books, records or other reports furnished or to be furnished at any time by or on behalf of Seller  or the Servicer to the Purchasers or the Purchaser Representative in connection with the Agreement or any  other Transaction Document is or will be complete and accurate in all material respects as of its date or as  of the date so furnished and, to the extent materially related to the information then being provided, does  not and will not omit to state a fact necessary in order to make the information contained therein with  respect to the transactions contemplated by this Agreement, in light of the circumstances under which they  were made, not misleading (it being understood that such information may not contain all of the information  or disclosure which would be required for inclusion in a registration statement for debt or equity securities  issued by Seller).  (p) UCC Matters.    (i) Seller’s “location” as such term is defined in the  applicable UCC is its jurisdiction of organization specified in the preamble to this  Agreement, and the address or addresses at which it keeps its records concerning  the Proposed Receivables is as set forth herein or otherwise identified to the  Purchasers in writing.  Seller’s Federal Employee Identification Number is 52- 2160047.  The Purchaser Representative has “control” (as defined in § 9-104 of  the UCC) over the Collection Account for the benefit of the Purchasers.  (ii) Seller’s complete corporate name is set forth in  this Agreement, and it does not use and has not during the last five years used any  other corporate name, trade name, doing-business name or fictitious name, except  for names set forth in a written notice delivered to each Purchaser.  (q) Money Laundering and Anti-Terrorism Laws; Etc.    (i) Neither Seller nor any Affiliate of Seller nor, to  the knowledge of Seller, any Account Debtor (A) is, or is owned or controlled by,  a Sanctioned Person; (B) is located, incorporated, organized, or resident in a  Sanctioned Country; (C) has any business affiliation or commercial dealings with,  or investments in, any Sanctioned Country or Sanctioned Person, except in the  case of any Affiliate of Seller who is acting in compliance with all applicable  Sanctions Laws and Anti-Money Laundering Laws; or (D) is in breach of or is  the subject of any action or investigation under any Sanctions Laws or Anti- Money Laundering Laws.  





 






   12  745260365 16500839  (ii) Seller and its Affiliates, and, to the knowledge of  Servicer and Seller without any duty to make inquiries, each Account Debtor and  each Affiliate of such Account Debtor (A) are in compliance with Sanction Laws,  the Trading with the Enemy Act, and each of the foreign assets control regulations  of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as  amended) and any other enabling legislation or executive order relating thereto,  the anti-money laundering and bank secrecy provisions of the Patriot Act, and  other federal or state laws relating to “know your customer” and anti-money  laundering rules and regulations and (B) have taken appropriate steps to  implement policies and procedures reasonably designed to provide that there will  be no payments to any government official or employee, political party, candidate  for political office, or anyone else acting in an official capacity, in order to obtain,  retain or direct business or obtain any improper advantage in violation of the U.S.  Foreign Corrupt Practices Act of 1977.  4. COVENANTS.  Until the later of the Purchase Termination Date and the last Invoice Due  Date (subject to any provisions hereof which by their express terms survive termination), Seller (and, to the  extent specifically applicable to the Servicer below, the Servicer) agrees to perform the covenants set forth  below solely as to itself only:  (a) Notice of Disputes, Breaches of Contract, Account Debtor Insolvency Events, Etc.   Seller shall deliver to each Purchaser a reasonably detailed written notice promptly and in any event within  two (2) Business Days after becoming aware or receiving notice of (i) any Dispute asserted or threatened  in respect of a Purchased Receivable, (ii) any breach by the applicable Account Debtor of the Contract  which might give rise to such Account Debtor failing to pay any invoice amount or give rise to any Dispute,  (iii) any Account Debtor Insolvency Event occurring or with respect to which Seller has received actual  knowledge, or (iv) it becoming illegal for an Account Debtor to pay all or any part of the invoice amount  because of the imposition of any prohibition or restriction on such payments, or (v) Anheuser-Busch LLC  or Crown Cork and Seal USA, Inc. ceasing to be directly or indirectly wholly owned or controlled by  Anheuser-Busch InBev SA/NV and Crown Holdings, Inc., respectively.  (b) Contracts; Purchased Receivables.  Seller, at its expense, shall timely and fully  perform in all material respects with all terms, covenants and other provisions, if any, required to be  performed by it under the Contracts related to the Purchased Receivables.  The Servicer shall enforce each  Purchaser’s rights against each applicable Account Debtor under the Contracts related to the Purchased  Receivables.   (c) Perfection.  Each of Seller and Servicer shall at all times take all action necessary  or desirable to maintain in full force and effect the security interests created under this Agreement free and  clear of any Adverse Claim created or caused by or arising through or under Seller, Servicer or any of their  Affiliates, or as a result of any act or omission of any such party.  (d) Existence.  Seller will (i) comply in all material respects with all applicable laws,  rules, regulations and orders and (ii) preserve and maintain its organizational existence, rights, franchises,  qualifications, and privileges.  Seller will keep its state of organization as the State of Delaware and  principal place of business and chief executive office and the office where it keeps its records concerning  the Purchased Receivables at the address set forth in Section 12 hereof or, in each case, upon ten (10)  Business Days’ prior written notice to each Purchaser, at any other locations in jurisdictions where all  actions reasonably requested by any Purchaser or otherwise necessary to protect, perfect and maintain each  Purchaser’s interest in the Purchased Receivables have been taken and completed.  





 






   13  745260365 16500839  (e) Books and Records.  Seller will maintain accurate books and accounts with respect  to the Purchased Receivables and shall make a notation on its books and records, including any computer  files, to indicate which Receivables have been sold to each Purchaser, as applicable.  Seller shall maintain  and implement administrative and operating procedures (including, without limitation, an ability to recreate  records evidencing Purchased Receivables and related Contracts in the event of the destruction of the  originals thereof), and keep and maintain all documents, books, records and other information reasonably  necessary or advisable for collecting all Purchased Receivables (including, without limitation, records  adequate to permit the daily identification of each Purchased Receivable and all Collections of and  adjustments to each existing Purchased Receivable).  (f) Sales, Liens and Debt.  Seller will not sell, assign or otherwise dispose of, or cause  or create or suffer to exist any lien, encumbrance or security interest, as a result of any act or omission of  Seller, upon or with respect to, the Purchased Receivables or upon or with respect to any deposit or other  account to which any Collections of any Purchased Receivable are sent, or assign any right to receive  income in respect thereof except the interests in favor of the Purchasers.  (g) Extension or Amendment of Purchased Receivables.  Neither Seller nor any  Purchaser will amend or extend the payment terms under any Purchased Receivables, unless approved in  advance in writing by the applicable Purchaser, and neither of them shall otherwise waive or permit or agree  to any deviation from the terms or conditions of any Purchased Receivable without the prior written consent  of the applicable Purchaser.    (h) Audits and Visits.  Each of Seller and Servicer will, at any time and from time to  time during regular business hours as requested by any Purchaser, permit each Purchaser, or its agents or  representatives, upon reasonable notice, (i) on a confidential basis, to examine and make copies of and  abstracts from all books, records and documents (including, without limitation, computer tapes and disks)  in its possession or under its control relating to Purchased Receivables owed by Account Debtor including,  without limitation, the related Contracts, and (ii) to visit its offices and properties for the purpose of  examining and auditing such materials described in clause (i) above, and to discuss matters relating to  Purchased Receivables owed by Account Debtor or Seller’s performance hereunder or under the related  Contracts with any of its officers or employees having knowledge of such matters (hereinafter, an “Audit”),  provided that, unless a breach or default of Seller’s or Servicer’s obligations hereunder occurs and is  continuing, only two such Audits by each Purchaser (but, collectively, not more than three such Audits;  provided that the Purchasers shall use commercially reasonable efforts to coordinate in an effort to, if  reasonably practical for each such Purchaser, conduct their audits on the same date) in any calendar year  shall be at Seller’s expense.  Subject to Section 15(d) and Section 15(e), upon reasonable notice, the Seller  will provide any Purchaser with any invoice requested with respect to one or more Purchased Receivables.  (i) Accounting Treatment. Seller will make all disclosures required by applicable law  or regulation with respect to the sale of the Proposed Receivables to the Purchasers and account for such  sale in accordance with GAAP.   (j) Notice. Seller and Servicer will promptly notify each Purchaser of any  circumstance that it becomes aware of in connection with a Proposed Receivable that may relate to money  laundering, terrorist financing, bribery, corruption, tax evasion or Sanctions.   (k) Further Assurances.  Seller will, at its expense, promptly execute and deliver all  further instruments and documents, and take all further action that either Purchaser may reasonably request,  from time to time, in order to perfect, protect or more fully evidence the full and complete ownership of  





 






   14  745260365 16500839  such Purchaser of the related Purchased Receivables, or to enable the Purchasers to exercise or enforce the  rights of the Purchasers hereunder or under the Purchased Receivables.    (l) Taxes.  Seller will pay any and all taxes (excluding any Excluded Taxes) relating  to the transfer of the Purchased Receivables to the applicable Purchaser; except for those taxes that Seller  is contesting in good faith and for which adequate reserves have been taken.  Seller shall treat each sale of  Purchased Receivables hereunder as a sale for federal and state income tax, reporting and accounting  purposes.  (m) Not Adversely Affect Either Purchaser’s Rights.  Seller will refrain from any act  or omission which it reasonably believes might in any way prejudice or limit any Purchaser’s rights under  any of the Purchased Receivables pursuant to this Agreement.  (n) Nature of Business.  Seller will not engage in any business or engage in any  transactions other than the purchase of Receivables from Constellium Muscle Shoals LLC and the  transactions contemplated by this Agreement and the Transaction Documents.  Seller will not create or  form any subsidiary and will not make any loans to, advances to, investments in or otherwise acquire any  capital stock or equity security of, or any equity interest in, any other Person.   Seller shall not create, incur,  guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other  than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar  transactions in the ordinary course of business and (ii) the incurrence of obligations under this Agreement.  (o) Change in Business.  Except for changes mandated by Applicable Law applicable  to the Seller or Servicer, as applicable, (i) the Seller will  not make any change in the character of its  business, which change would materially and adversely affect the collectibility of any Purchased  Receivable or otherwise have a Material Adverse Change with respect to Seller, and (ii) the Servicer will  not make any change in the character of its business relating to the administration, servicing and collection  of Receivables, which change would materially and adversely affect the collectibility of any Purchased  Receivable or otherwise have a Material Adverse Change with respect to the Servicer.  (p) Mergers, Etc.  Seller will not merge with or into or consolidate with or into, or  convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all  or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially  all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership  agreement with, any Person, other than as contemplated by this Agreement and the Transaction Documents.   (q) Separate Existence.  Seller and Servicer hereby acknowledge that each Purchaser  is entering into the transactions contemplated by this Agreement and in reliance upon Seller’s identity as a  legal entity separate from Servicer and its respective Affiliates.  Therefore, from and after the date hereof,  each of Seller and Servicer shall take all steps specifically required by the Agreement or reasonably required  to continue Seller’s identity as a separate legal entity and to make it apparent to third Persons that Seller is  an entity with assets and liabilities distinct from those of Servicer and any other Person.  Without limiting  the generality of the foregoing and in addition to and consistent with the other covenants set forth herein,  each of Seller and Servicer shall take such actions as shall be required in order that:  (i) Seller will be a limited purpose company whose  primary activities are restricted in its organizational documents to: (i) purchasing  or otherwise acquiring, owning, holding, granting security interests or selling  interests in Receivables, (ii) entering into agreements for the selling and servicing  





 






   15  745260365 16500839  of the Receivables, and (iii) conducting such other activities as it deems necessary  or appropriate to carry out its primary activities;  (ii) Not less than one member of Seller’s Board of  Directors (the “Independent Director”) shall be an individual who is not a direct,  indirect or beneficial stockholder, officer, director, employee, affiliate, associate  or supplier of Servicer or any of its Affiliates and is otherwise independent of  Servicer and its Affiliates to the satisfaction of each Purchaser;  (iii) [reserved];  (iv) To the extent, if any, that Seller (or any Affiliate  thereof) shares items of expenses not reflected in the servicing fee, such as legal,  auditing and other professional services, such expenses will be allocated to the  extent practical on the basis of actual use or the value of services rendered, and  otherwise on a basis reasonably related to the actual use or the value of services  rendered; it being understood that Servicer shall pay all expenses relating to the  preparation, negotiation, execution and delivery of this Agreement, including  legal, agency and other fees;   (v) All of Seller’s business correspondence and other  communications shall be conducted in Seller’s own name and on its own separate  stationery;  (vi) Seller’s books and records will be maintained  separately from those of Servicer and any other Affiliate thereof;  (vii) All financial statements of the Ultimate Parent,  Servicer or any Affiliate thereof that are consolidated to include Seller will, in  accordance with GAAP, contain detailed notes clearly stating that: (i) a special  purpose company exists as a subsidiary of Servicer, and (ii) Constellium Muscle  Shoals LLC has sold receivables and other related assets to such special purpose  subsidiary that, in turn, has sold such receivables to certain financial institutions  and other entities; and  (viii) Seller will strictly observe corporate formalities  in its dealings with Servicer or any Affiliate thereof, and funds or other assets of  Seller will not be commingled with those of the Originator, Servicer or any  Affiliate thereof except as permitted by the Agreement or one of the other  Transaction Documents in connection with servicing the Purchased Receivables.   Seller shall not maintain joint bank accounts or other depository accounts to  which Servicer or any Affiliate thereof (other than Servicer in its capacity as  Servicer) has independent access.  Seller is not named, and has not entered into  any agreement to be named, directly or indirectly, as a direct or contingent  beneficiary or loss payee on any insurance policy with respect to any loss relating  to the property of Servicer or Affiliate thereof.  (r) Change in Credit and Collection Policy. Except for changes mandated by  Applicable Law applicable to the Seller or the Servicer, as applicable, neither the Seller nor the Servicer,  as applicable, shall make (or permit the Originator to make) without the prior written consent of each  





 






   16  745260365 16500839  Purchaser (as provided in the following sentence), any change (by amendment or otherwise) to the Credit  and Collection Policy that would materially adversely affect the collectability of the Purchased Receivables  or the ability of the Servicer to perform its obligations under any related Contract that would in turn  materially adversely affect the collectability of the Purchased Receivables (in each case, taken as a whole).   If consent of the Purchasers is required pursuant to the immediately preceding sentence, then the Servicer  will furnish or cause to be furnished to each Purchaser at least ten (10) days prior to the effectiveness of  any material change in (or material amendment to) the Credit and Collection Policy, a notice indicating  such change or amendment and a request for consent thereto.  5. TERMINATION EVENTS  If any Termination Event shall occur, either Purchaser may, by notice to Seller, declare the Purchase  Termination Date (solely with respect to itself) to have occurred and that it shall have no further obligation  to purchase any Receivables hereunder; provided that if any of the Termination Events described in  paragraph (e) of the definition thereof shall occur, then the obligation of each Purchaser to make purchases  hereunder shall cease automatically upon the occurrence of such event, without notice of any kind; it being  understood that if any Purchaser terminates with respect to itself, the other Purchaser may, solely with  respect to itself, waive in writing and/or agree to continue this Agreement with respect to such other  Purchaser.  Whether or not the expressed intent of the parties that the transfers hereunder constitute sales, is  respected or recharacterized, each Purchaser shall have, with respect to the Purchased Receivables, Related  Rights and all other Sold Assets (but solely to the extent of Sold Assets purchased by such Purchaser  hereunder), and in addition to all the other rights and remedies available to the Purchasers hereunder and  under the Transaction Documents (whether prior to or following any Termination Event), all the rights and  remedies of a secured party under any applicable UCC.  In connection with any exercise of remedies by  any Purchaser hereunder following the occurrence of a Termination Event that has not been cured or waived  in accordance with this Agreement, Seller agrees that ten (10) Business Days shall be reasonable prior  notice to Seller of the date of any public or private sale or other disposition of all or any of the Purchased  Receivables and other Sold Assets.    6. SERVICING; COLLECTION ACTIVITIES; ETC.  (a) Servicing.    (i) Appointment of Servicer.  Each Purchaser  appoints Constellium Muscle Shoals LLC as its servicer and agent (in such  capacity, the “Servicer”) for the administration and servicing of all Purchased  Receivables sold to such Purchaser hereunder, and Servicer hereby accepts such  appointment and agrees to assume the duties and the administration and servicing  obligations as Servicer, and perform all necessary and appropriate commercial  collection activities in arranging the timely payment of amounts due and owing  by any Account Debtor all in accordance with applicable laws, rules and  regulations, with reasonable care and diligence, including, without limitation,  diligently and faithfully performing all servicing and collection actions  (including, if necessary, acting as party of record in foreign jurisdictions).  The  Servicer shall also maintain and update the schedule of Receivables listing those  Receivables purchased from time to time by each Purchaser under this Agreement  and the Servicer shall indicate in the Servicer’s books and records and in the  appropriate computer files those Receivables purchased from time to time by each  Purchaser.  In addition, Servicer shall track all Purchased Receivables on its ERP  





 






   17  745260365 16500839  system or similar system.  Such appointment as Servicer shall not release Seller  from any of its other duties to comply with any other terms, covenants and  provisions of this Agreement.  In connection with its servicing obligations,  Servicer will, and will ensure that Seller will, perform its respective obligations  and exercise and enforce its respective rights and remedies under the contracts  and other agreements related to the Purchased Receivables (the “Contracts”) with  the same care and applying the same policies as it applies to its own Receivables  generally and would exercise and apply if it owned the Purchased Receivables  and shall use commercially reasonable efforts in connection with such activities  and standards to maximize Collections. In consideration for its activities as  Servicer, on the date of the first purchase hereunder, and on each one-year  anniversary of this Agreement (or if such one-year anniversary is not a Business  Day, the next succeeding Business Day), the Purchasers shall (ratably, based on  their respective Ratable Shares thereof), so long as this Agreement remains in  effect at such time and so long as Constellium Muscle Shoals LLC has not been  terminated or replaced on or prior to such date, pay to the Servicer, a servicing  fee (each such annual payment, a “Servicing Fee”) in cash in immediately  available funds, in an amount, in the case of each such annual Servicing Fee, equal  to $20,000.   (ii) Replacement of Servicer.  Upon the earlier to  occur of (i) Servicer defaulting in its obligations set forth under this Section 6, (ii)  an Insolvency Event with respect to Servicer, (iii) a Material Adverse Change in  Seller or Servicer, (iv) a Termination Event or (v) a breach of the representations  and warranties in any material respect by Seller or Servicer under this Agreement,  the Purchaser Representative (at the written direction or with the written consent  of all Purchasers) shall (but only with respect to clauses (i) and (iv) if within 10  days after knowledge of Seller or Servicer or notice from either Purchaser to  Seller and Servicer, Servicer fails to cure such default or breach in all material  respects and in all other cases without requirement of notice to Servicer, Seller or  any other Person) replace Servicer (which replacement may be made through the  outplacement to a Person of all back office duties, including billing, collection  and processing responsibilities, and access to all personnel, hardware and  software utilized in connection with such responsibilities).  Servicer shall  reimburse the Purchaser Representative and each Purchaser for all expenses  reasonably incurred by such Person in connection with such replacement;   provided that in no event shall Servicer be liable for any servicing compensation  paid or payable to such replacement.  (b) Collections.  (i) Establishment of Account(s).  Seller has  established the Collection Account to receive amounts owing under the Purchased  Receivables and covenants to maintain such account so long as any Purchased  Receivable remains unpaid unless otherwise agreed to in writing by each  Purchaser.    (ii) Collections. Servicer covenants (i) Servicer shall  direct each Account Debtor to wire or transmit by ACH transfer Collections  directly to the Collections Account and shall take such commercially reasonable  actions as may be reasonably requested by either Purchaser to ensure that each  





 






   18  745260365 16500839  Account Debtor complies with such direction and (ii) not to change the payment  instructions relating to Collections while any Purchased Receivable remains  outstanding or, if later, prior to the Purchase Termination Date.  If Seller or  Servicer inadvertently receives any Collections, Seller or Servicer, as applicable,  shall cause such Collections to be delivered to and deposited into the Collection  Account within two (2) Business Days of receipt.  (iii) Receipt of Collections.  No Collections shall be  deemed received by any Purchaser for purposes of this Agreement until funds are  credited to the Collection Account as immediately available funds or otherwise  actually received by such Purchaser.  (iv) Funds Held in Trust.  Prior to being deposited in  the Collection Account, funds received by Seller or Servicer in respect of any  Purchased Receivables shall be deemed to be the exclusive property of the  Purchaser who purchased such Purchased Receivables, and Seller and Servicer  each shall be deemed to be holding such funds in trust for the exclusive use and  benefit of such Purchaser.  Neither Servicer nor any Seller shall, directly or  indirectly, utilize such funds for its own purposes, and shall not have any right to  pledge such funds as collateral for any obligations of Servicer or Seller or any  other Person.  (v) Payment of Collections.  Subject to Section 6(c),  Servicer shall pay any amounts of Collections deposited in the Collection  Account from time to time to the Purchaser who purchased the Sold Assets to  which such Collection relate within two (2) Business Days after such Collections  are identified and matched to a related Purchased Receivable (or are to be applied  on account thereof under Section 6(c) below) (each a “Settlement Date”). Any  Collections held in the Collection Account between each Settlement Date shall be  deemed to be the exclusive property of the applicable Purchaser who purchased  the Sold Assets to which such Collection relate, and Seller and Servicer each shall  be deemed to be holding such funds in trust for the exclusive use and benefit of  such Purchaser until disbursement on the forthcoming Settlement Date.  Upon the  occurrence and at any time during the continuance of any Termination Event, the  Purchaser Representative (at the written direction or with the written consent of  the applicable Purchaser) shall exercise its rights under the Collection Account  Agreement and take exclusive control of the Collection Account for the benefit  of the Purchasers and none of Originator, Servicer nor Seller shall have any  further right to make withdrawals or to otherwise direct disbursements from the  Collection Account.  During any period of such exclusive control, either  Purchaser may direct the Purchaser Representative to direct the disbursement of  Collections in accordance with the provisions of this Agreement and the  Intercreditor Agreement and the Purchaser Representative shall follow any such  directions.  (c) Payment Reconciliation.  Pursuant to its servicing obligations under this Section 6  hereof, Servicer shall be responsible for promptly identifying, matching and reconciling any payments,  including those related to any Dilution of the Receivable, deposited in the Collection Account with the  Purchased Receivable associated with such payment.  Servicer shall provide to Purchaser, substantially in  the form set forth in Exhibit D and substance satisfactory to each Purchaser, a full reconciliation (“Payment  Reconciliation”) of all such payments deposited in the Collection Account, together with the DSO values  





 






   19  745260365 16500839  of all Collections deposited in the Collection Account and adjustments (including Dilutions amounts, if  any, with respect to the Purchased Receivables), concurrently with the transfer to the Collection Account  of all Collections in respect of the Purchased Receivables and from time to time upon the request of  Purchaser.  In accordance with the provisions of the Intercreditor Agreement, if at any time any payment is  delivered to or identified in the Collection Account that does not constitute a Collection with respect to any  Purchased Receivable, within two (2) Business Days following receipt by each Purchaser of evidence of  payment details documenting that the payment is for Receivables not constituting Purchased Receivables  which shall be done no less frequently than weekly, such funds will be forwarded to an account specified  by the Seller or the Servicer.  If any Collection on account of any Purchased Receivable is paid to the  Originator, the Seller, the Parent or the Ultimate Parent, (either directly by Account Debtor or from out of  the Collection Account pursuant to the remaining provisions of this paragraph (c) or otherwise), such Person  shall promptly pay such amount to the applicable Purchaser, together with interest at the Discount Rate for  the period that is two (2) Business Days after such erroneous payment is received until the date paid to the  applicable Purchaser.  To the extent the Purchase Representative (on behalf of the Purchasers) has control  over the Collection Account, following the occurrence of a Termination Event the Purchaser Representative  (and to the extent such amounts have already been remitted to a Purchaser, such Purchaser) shall be  obligated to remit funds that do not relate to Purchased Receivables to an account specified by the Servicer  within three (3) Business Days following receipt by each Purchaser of evidence of payment details  documenting to each Purchaser’s reasonable satisfaction that the payment is for Receivables not  constituting Purchased Receivables. In accordance with the provisions of the Intercreditor Agreement, if  any payment is received from an Account Debtor, and such payment is not identified by such Account  Debtor as relating to a particular Receivable and cannot otherwise be reasonably identified in accordance  with the Payment Reconciliation as relating to a particular Receivable within five (5) Business Days of  receipt thereof, such payment shall be applied first to the unpaid Receivables with respect to such Account  Debtor that are not subject to any Dispute with such Account Debtor in chronological order based on the  related scheduled payment dates (beginning with the unpaid Receivable with the oldest scheduled payment  date).   (d) Rights of Purchasers; Notices to Account Debtors.  Each Purchaser (solely to the  extent of the Sold Assets purchased by such Purchaser hereunder) shall have all rights as holder and owner  in respect of the Purchased Receivables and the owner of the other Sold Assets purchased by such Purchaser  hereunder, including, subject to Section 6(a)(ii) (with respect to the replacement of the Servicer), the right  to exercise any and all of its rights and remedies hereunder, under applicable law (including, the UCC) or  at equity to collect any Purchased Receivables purchased by such Purchaser hereunder directly from the  applicable Account Debtor, and the right to exercise any rights of Seller as purchaser under the Sale  Agreement with respect to any such Purchased Receivables under the Sale Agreement.  In furtherance of  the foregoing, without limiting the generality thereof, each Purchaser may (solely to the extent of the Sold  Assets purchased by such Purchaser hereunder), in its sole discretion, upon the occurrence and continuation  of (i) a Termination Event, (ii) any other event which would permit the Purchaser Representative at the  direction of the Purchasers to replace Servicer (but prior to the expiration of, and without the need to take  into account any grace or cure period as may be provided for prior to such replacement pursuant to  Section 6(a)(ii)), (iii) the giving by or on behalf of the ABL Agent to Account Debtor of any notice or  instruction to pay any Unsold Receivables to an account other than the Collection Account, or (iv) any late  payment with respect to any Purchased Receivable, to the extent that such late payment has not yet been  determined to be the result of a Repurchase Event for which the Seller has paid or is required to pay the  Repurchase Price therefor (or portion thereof subject to a Dispute or Dilution), (A) notify or otherwise  indicate to any Account Debtor that Seller has sold the applicable Purchased Receivable to such Purchaser  hereunder, and may direct such Account Debtor to make payments with respect to such Purchased  Receivable directly to the Collection Account (or as otherwise directed by the applicable Purchaser), or (B)  deliver a Notification of Assignment to the Account Debtor with respect to Sold Assets purchased by such  Purchaser.  Each Purchaser agrees that prior to the occurrence of one of the events described in clauses (i),  





 






   20  745260365 16500839  (ii), (iii) or (iv) above, each Purchaser shall hold the Notifications of Assignment held by it in trust for the  benefit of the Seller and shall have no right to deliver, share, disclose or otherwise transmit any Notification  of Assignment (or the contents thereof) to the Account Debtor or any other party, subject to the permitted  disclosures permitted under Section 15(d). Without limiting any Purchaser’s right to otherwise directly  contact and direct the applicable Account Debtor, upon the occurrence of one of the events described in  clauses (i), (ii), (iii) or (iv) above, each of Seller and Originator hereby expressly and irrevocably consents  to each Purchaser’s executing in the space provided, dating and providing to the Account Debtor, a  Notification of Assignment executed by the Originator and Seller.  Notwithstanding the foregoing, solely  in the case of clause (iv) above, so long as Seller and Servicer are in material compliance with all terms,  covenants and provisions in this Agreement applicable to Seller and Servicer, and no event described in  clauses (i), (ii) or (iii) has occurred and is continuing at such time, upon the occurrence of any payment  default by an Account Debtor in payment of the Purchased Receivable (which is not the subject of a Dispute  or Dilution), prior to a Purchaser’s right (as described above) to directly contact and direct the applicable  Account Debtor, Servicer shall consult with each Purchaser with regard to such default and on the course  of action the Servicer plans to adopt in light thereof.  If Servicer has not resolved the cause of such payment  default (as a Dilution, Dispute, Account Debtor Insolvency or otherwise) within fifteen (15) days of the  original due date for such payment, then each Purchaser with respect to Sold Assets purchased by such  Purchaser shall at such time, without further notice to or consultation with the Seller or Servicer, have all  right to deliver a Notification of Assignment, notify, contact, instruct and direct the applicable Account  Debtor as described in the prior sentences of this paragraph above.  In connection with above, the Originator  and Seller shall promptly execute and deliver to a Purchaser, upon the reasonable request of such Purchaser,  updated replacement original Notifications of Assignment in the form of Exhibit E hereto.  (e) Reporting Requirements.  Servicer shall provide or make available (by access to a  website, Intralinks or otherwise); to each Purchaser the following:  (i) as soon as available and in any event within 60  days after the end of the first three quarters of each fiscal year of the Ultimate  Parent, consolidated and consolidating balance sheets of the Ultimate Parent and  its consolidated subsidiaries as of the end of such quarter and statements of  income, retained earnings and cash flow of the Ultimate Parent and its  consolidated subsidiaries for the period commencing at the end of the previous  fiscal year and ending with the end of such quarter, certified by the chief financial  officer of such Person;  (ii) as soon as available and in any event within 120  days after the end of each fiscal year of the Ultimate Parent, a copy of the annual  report for such year for such Person and its consolidated subsidiaries, containing  unqualified consolidated and consolidating financial statements for such year  audited by independent certified public accountants of nationally recognized  standing;  (iii) on the fifth (5th) Business Day of each calendar  month, aging, past due and performance reports (the “Servicer Report”) relating  to all Purchased Receivables, together with such other data (including all  calculations of the ratios described herein), reports and information relating to the  Purchased Receivables of each Account Debtor reasonably requested by any  Purchaser from time to time (including, without limitation, proof reasonably  satisfactory to each Purchaser that Originator has delivered to the applicable  Account Debtor all property or performed all services required to be so delivered  or performed by the terms of the Contract giving rise to the Purchased  





 






   21  745260365 16500839  Receivables) in each case, in a format reasonably acceptable to the Purchasers  and the Servicer;   (iv) as to each of Seller and Servicer, as soon as  possible and in any event within two Business Days after becoming aware of the  occurrence of each Termination Event or Unmatured Termination Event, a  statement of an officer of such Person setting forth details of such Termination  Event or Unmatured Termination Event and the action that such Person has taken  and proposes to take with respect thereto;   (v) as soon as possible and in any event within two  (2) Business Days (in the case of clause (A) below) and three (3) Business Days  (in the case of clause (B) below) after becoming aware of the occurrence thereof,  written notice of (A) any non-payment of amounts due with respect to any  Purchased Receivable or (B) any matter that could reasonably be expected to  result in a Material Adverse Change; and  (vi) such other information respecting the  Receivables or the condition or operations, financial or otherwise, of Seller or  Servicer as any Purchaser may from time to time reasonably request.  (f) From time to time, either Purchaser may request that the Servicer access Budnet  (the Anheuser-Busch supplier portal) and, based solely upon the information referenced on Budnet on such  access date, provide such Purchaser with the invoices that Anheuser-Busch LLC has processed as of such  access date and the payment date(s) for such invoices.  The Servicer shall promptly provide the each  Purchaser with duplicate copies of all periodic statements on the Collection Account (including monthly  statements) that are sent to the Servicer or the Seller by the account bank under the Collection Account  Agreement.  7. REPURCHASE EVENTS; INDEMNITIES AND SET-OFF.  (a) Repurchase Events. If any of the following events (“Event of Repurchase”) occurs  and is continuing with respect to any Purchased Receivable purchased by either Purchaser:  (i) Such Purchased Receivable, at the time of  purchase, did not constitute an Eligible Receivable; or  (ii) Without limiting clause (i) above and in addition  thereto, any representation or warranty made by Seller under Section 3(a) with  respect to such Purchased Receivable is incorrect when made and shall have an  adverse effect on the ability to collect the Net Invoice Amount of such Purchased  Receivable, as reasonably determined by the Purchaser; or  (iii) Seller or Servicer fails to perform or observe any  term, covenant or provision with respect to such Purchased Receivable and such  failure shall have a material adverse effect on the ability to collect the Net Invoice  Amount of such Purchased Receivable; or  (iv) the Account Debtor on such Purchased  Receivable asserts an actual Dispute in writing or Dilution has occurred with  





 






   22  745260365 16500839  respect to such Purchased Receivable, excluding any Dispute or Dilution that (A)  relates to the acts or omissions of the applicable Purchaser who purchased such  Purchased Receivable which are (x) in material violation of applicable law  relating to such action or omission or (y) in material breach of its obligations  hereunder, (B) does not relate to the acts or omissions of the Seller, the Servicer  or any of their Affiliates, (C) does not relate to the transfer of such Purchased  Receivable from the Seller to such Purchaser and (D) does not relate to the goods  or services that are the subject of such Purchased Receivable; or  (v) Seller or Servicer instructs the Account Debtor on  such Purchased Receivable to pay amounts owing in respect of such Purchased  Receivable to an account other than the Collection Account;  then, Seller shall, within one (1) Business Day of demand therefor from the applicable Purchaser who  purchased such Purchased Receivable (such date, the “Repurchase Date”), repurchase all (or any portion)  of such Purchased Receivable then outstanding.  For the avoidance of doubt, to the extent any portion of a  Purchased Receivable is subject to repurchase, the related invoice shall not be divided.  The repurchase price (the “Repurchase Price”) for such Purchased Receivable shall be the amount equal to  the sum of (i) the Net Invoice Amount relating to such Purchased Receivable less the aggregate amount of  all Collections with respect to such Purchased Receivables deposited into the Collection Account, plus (ii)  interest for the period from the Scheduled Payment Date for such Purchased Receivable until the date the  Repurchase Price has been repaid in full, at a rate equal to the Discount Rate.  Notwithstanding the foregoing, if any Purchased Receivable is subject to a Repurchase Event described  above as a result of a Dispute or an event of Dilution which affects or only applies with respect to a portion  of such Receivable that is less than 10% of the Net Invoice Amount thereof, the Seller may, in its discretion,  elect to satisfy its obligation under this Section 7 by rather than repurchasing such Receivable and paying  the Repurchase Price therefor, paying to the applicable Purchaser who purchased such Purchased  Receivable on what would otherwise have been the Repurchase Date, an amount in cash equal to the entire  amount which is the subject of such Dispute or Dilution plus interest due thereon for a period from the  Scheduled Payment Date for such Purchased Receivable until the date the Seller pays such amount in full,  at a rate equal to the Discount Rate at such time (such amount, the “Subject Payment Amount”).  If the  Seller elects not to repurchase the entire Receivable but rather pay the Subject Payment Amount with  respect thereto then each of the parties hereto hereby agrees that any such Receivable will remain the  property of the applicable Purchaser hereunder and shall not be or be deemed to have been sold back to the  Seller on the applicable Repurchase Date.  The Repurchase Price or Subject Payment Amount, as applicable, for a Purchased Receivable and all  amounts due hereunder with respect to such Purchased Receivable shall be paid to the Collection Account  in immediately available funds on the Repurchase Date.  Upon the payment in full of the Repurchase Price  for a Purchased Receivable and all amounts due hereunder with respect to such Purchased Receivable, such  Purchased Receivable shall be automatically and without further action sold by the applicable Purchaser to  Seller without recourse to or representation or warranty, express or implied, by such Purchaser.  Upon  repurchase by Seller, Seller shall have all right, title and interest in and to such repurchased Purchased  Receivables. Seller agrees that the applicable Purchaser may set off in the manner set forth in paragraph (f)  below against any unpaid obligation of Seller under this Section 7(a).  Amounts due hereunder shall accrue  interest at the Discount Rate.  (b) General Indemnification.   





 






   23  745260365 16500839  (i) Indemnities by Seller.  Seller hereby agrees to  indemnify the Purchaser Representative and each Purchaser (together with their  officers, directors, agents, representatives, shareholders, counsel and employees,  each, an “Indemnified Party”) from and against any and all claims, losses and  liabilities (including, without limitation, reasonable attorneys’ fees) (all of the  foregoing being collectively referred to as “Indemnified Amounts”) arising out of  or resulting from any of the following:  (i) the sale to such Purchaser of any  Receivable as to which the representations and warranties made herein are not all  true and correct on the Purchase Date therefor; (ii) any representation or warranty  made by Seller (or any of its respective officers) under or in connection with this  Agreement (except with respect to the Purchased Receivables) which shall have  been incorrect in any respect when made; (iii) the failure by Seller or Servicer to  comply with any applicable law, rule or regulation with respect to any Purchased  Receivable; (iv) the failure to vest in each Purchaser a perfected interest in each  Purchased Receivable and other Sold Assets and the proceeds and Collections in  respect thereof sold or assigned to such Purchaser hereunder, free and clear of any  liens or encumbrances of any kind or nature whatsoever (other than those granted  to the Purchasers under this Agreement); (v) any Dispute or any other claim  related to such Purchased Receivable (or any portion thereof) excluding any  Dispute or claim that (A) relates to the acts or omissions of such Purchaser which  are (x) in material violation of applicable law relating to such action or omission  or (y) in material breach of its obligations hereunder, (B) does not relate to the  acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) does not  relate to the transfer of such Purchased Receivable from the Seller to such  Purchaser and (D) does not relate to the goods or services that are the subject of  such Purchased Receivables; (vi) except as otherwise expressly provided in this  Agreement or in any of the other Transaction Documents, the commingling by  Seller of Collections at any time with other funds of Seller or any other Person;  (vii) any products liability claim, personal injury or property damage suit,  environmental liability claim or any other claim or action by a party of whatever  sort, whether in tort, contract or any other legal theory, arising out of or in  connection with the goods or services that are the subject of any Purchased  Receivable with respect thereto; (viii) this Agreement and the transactions  contemplated hereby and the purchases of the Purchased Receivables by such  Purchaser pursuant to the terms hereof, excluding any Dispute or claim that (A)  relates to the acts or omissions of such Purchaser which are (x) in material  violation of applicable law relating to such action or omission or (y) in material  breach of its obligations hereunder, (B) does not relate to the acts or omissions of  the Seller, the Servicer or any of their Affiliates, (C) does not relate to the transfer  of such Purchased Receivable from the Seller to such Purchaser and (D) does not  relate to the goods or services that are the subject of such Purchased Receivables;  (ix) any currency restrictions or foreign political restrictions or regulations; (x)  any failure by any Person who is not a party to the Intercreditor Agreement and  to whom Seller, Originator or Servicer directs or furnishes payment to pay over  to such Purchaser reasonably promptly Collections on account of Purchased  Receivables received by it; or (xi) the failure of Seller to perform any of its  obligations under this Agreement or any of the other Transaction Documents. The  foregoing indemnification shall not apply in the case any claims, losses or  liabilities to the extent resulting solely from (1) the gross negligence or willful  misconduct of the Indemnified Party making a claim hereunder as determined in  a final non-appealable judgment by a court of competent jurisdiction, (2) lack of  





 






   24  745260365 16500839  credit worthiness of the related Account Debtor or an Account Debtor Insolvency  Event or (3) acts or omissions of such Purchaser (A) which are (x) in material  violation of applicable law relating to such action or omission or (y) in material  breach of its obligations hereunder, (B) which do not relate to the acts or  omissions of the Seller, the Servicer or any of their Affiliates, (C)  which do not  relate to the transfer of such Purchased Receivable from the Seller to such  Purchaser and (D) which do not relate to the goods or services that are the subject  of such Purchased Receivables, (4) taxes imposed on a Purchaser under FATCA,  or (5) with respect to the occurrence of the events set forth in clauses (i), (iii), (iv),  (v) or (vi) above, to the extent such Purchased Receivable has been repurchased  by the Seller. Amounts due hereunder shall accrue interest at the Delinquent Rate.  (ii) Indemnities by Servicer.  Servicer hereby agrees  to indemnify the Indemnified Parties from and against any and all claims, losses  and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the  foregoing being collectively referred to as “Indemnified Amounts”) arising out of  or resulting from any of the following:  (i) any representation or warranty made  by Servicer (or any of its respective officers) under or in connection with this  Agreement (except with respect to the Purchased Receivables) which shall have  been incorrect in any respect when made; (ii) the failure by Servicer to comply  with any applicable law, rule or regulation with respect to any Purchased  Receivable; (iii) any failure by Servicer or Originator to perform its duties or  obligations hereunder in accordance with this Agreement or under any other  Transaction Document to which it is a party, or any claim brought by any Person  other than an Indemnified Party arising from Servicer’s collection activities; or  (iv) except as otherwise expressly provided in this Agreement or in any of the  other Transaction Documents, the commingling by the Servicer of Collections at  any time with other funds of the Servicer or any other Person.  The foregoing  indemnification shall not apply in the case any claims, losses or liabilities to the  extent resulting solely from (A) the gross negligence or willful misconduct of the  Indemnified Party making a claim hereunder as determined in a final non- appealable judgment by a court of competent jurisdiction,  (B) lack of credit  worthiness of the related Account Debtor or an Account Debtor Insolvency Event  or (C) (w) enforcement or similar actions of such Purchaser with respect to a  related Purchased Receivable as against the Account Debtor and which (as  determined in a final non appealable judgment by a court of competent  jurisdiction) are in material violation of applicable law relating to such action, (x)  a Dispute or Dilution by the Account Debtor not as a result of anything relating  to the product or service provided to such Account Debtor by the Originator,  Seller or Servicer, but solely as a result of a separate and distinct transaction or  agreement between the Account Debtor and a Purchaser and not in any way  related to this Agreement or the transactions contemplated hereby (y) taxes  imposed upon a Purchaser under FATCA, or (z) with respect to the occurrence of  any of the events set forth in clause (iii) or (iv) above, to the extent such Purchased  Receivable has been repurchased by the Seller. Amounts due hereunder shall  accrue interest at the Delinquent Rate.  (c) Tax Indemnification.  All payments on the Purchased Receivables from the  Account Debtors will be made free and clear of any present or future taxes, withholdings or other deductions  whatsoever.  Seller will indemnify the Purchaser Representative and each Purchaser for any such taxes,  withholdings or deductions other than Excluded Taxes with respect to such Purchaser as well as any stamp  





 






   25  745260365 16500839  duty or any similar tax or duty on documents or the transfer of title to property arising in the context of this  Agreement which has not been paid by Seller.  Further, Seller shall pay, and indemnify and hold each  Purchaser harmless from and against, any taxes other than Excluded Taxes with respect to such Purchaser  that may be asserted in respect of the Purchased Receivables hereunder prior to the date of sale (including  any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings,  but not including taxes imposed upon a Purchaser with respect to its overall net income) and costs, expenses  and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be  performed by Seller hereunder or otherwise.  Amounts due hereunder shall accrue interest at the Delinquent  Rate.  Notwithstanding the foregoing, the indemnities described herein with respect to tax matters, shall  only apply with respect to applicable laws, rules and regulations relating thereto which are in existence on  the applicable Purchase Date for any Purchased Receivables hereunder and shall not apply with respect to  changes to such laws rules or regulations following such Purchase Date; it being understood and agreed  that if the Purchaser Representative or any Purchaser and/or any Purchased Receivable becomes (following  the applicable Purchase Date therefor) subject to any such tax matters which are not subject to the indemnity  or recovery of this paragraph (c), such Purchaser shall, solely with respect to itself, have the right, upon  fifteen (15) days prior written notice to the Seller, to terminate this Agreement and its commitments  hereunder and under the other Transaction Documents.  If a payment made hereunder to any Indemnified  Party would be subject to withholding tax imposed by FATCA if such Indemnified Party were to fail to  comply with the applicable reporting requirements of FATCA (including those contained in Section  1471(b) or 1472(b) of the Code, as applicable), such Indemnified Party shall deliver to the Seller and the  Servicer at the time or times prescribed by law and at such time or times reasonably requested by such  persons such documentation prescribed by applicable law and such additional documentation reasonably  requested by the Seller and the Servicer as may be necessary for such persons to comply with their  obligations under FATCA and to determine that such Indemnified Party has complied with such  Indemnified Party’s obligations under FATCA or to determine the amount to deduct and withhold from  such payment.  (d) Increased Costs.  If any Purchaser shall determine that any Regulatory Change  regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on  such Purchaser’s capital or assets or increasing its amount of required liquidity as a consequence of (i) this  Agreement, (ii) any of such Purchaser’s obligations under this Agreement or (iii) such Purchaser’s purchase  or the ownership, maintenance or funding of any Purchased Receivables hereunder, to a level below that  which such Purchaser would have achieved but for such Regulatory Change (taking into consideration such  Purchaser’s policies with respect to capital adequacy), then (A) if such Regulatory Change relates to the  commitment of such Purchaser hereunder, but does not relate to the purchase and subsequent ownership of  Purchased Receivables, then such Purchaser may by notice to Seller setting forth in reasonable detail the  basis therefor, adjust the Commitment Fee and/or provide a separate written demand for payment to reflect  such increased cost with respect to such Purchaser’s commitment to make purchases hereunder, which  adjustments to the fees or amounts payable in respect of the commitment hereunder, in each case, shall be  effective and payable by the Seller within five (5) days after the giving of such notice, it being understood  that if such Regulatory Change has retroactive application to the commitment hereunder, such retroactive  increase shall be payable by the Seller in accordance with the terms of this paragraph, and (B) if such  Regulatory Change relates to the purchase and subsequent ownership of Purchased Receivables, then such  Purchaser shall have the right to by notice to Seller setting forth in reasonable detail the basis therefor, (x)  for the purpose of future purchases hereunder adjust the Discount Rate to reflect such increased cost with  respect to such future purchases (but not with respect to any prior purchases), which adjustments to the  Discount Rate shall apply solely to purchases occurring at least five (5) days after the giving of such notice,  and (y) to the extent it is not practical to so adjust the Discount Rate pursuant to clause (x) prior to the  applicable Purchase Date, promptly after the applicable Purchase Date provide the Seller with a written  demand for payment to reflect the increased costs with respect to Regulatory Changes that were in existence  on the applicable Purchase Date for any Purchased Receivables hereunder but for which the Discount Rate  





 






   26  745260365 16500839  was not adjusted as described in clause (x), which such increased costs shall be effective and payable by  the Seller within five (5) days after the giving of such notice. Except as provided in clause (y) of the  foregoing sentence, and notwithstanding any other provision, under no circumstances shall the purchase  price of a Purchased Receivable be altered after the Purchase Date therefor as a result of a Regulatory  Change. In addition to foregoing, if any Purchased Receivables or the existing of the commitment hereunder  becomes the subject of a Regulatory Change regarding capital or liquidity requirements that has or would  have the effect of reducing the rate of return on any Purchaser’s capital or assets or increasing its amount  of required liquidity as a consequence of (i) this Agreement, (ii) any of such Purchaser’s obligations under  this Agreement or (iii) such Purchaser’s purchase or the ownership, maintenance or funding of any  Purchased Receivables hereunder, to a level below that which such Purchaser would have achieved but for  such Regulatory Change (taking into consideration such Purchaser’s policies with respect to capital  adequacy) that is not covered by clauses (A) or (B) of this paragraph, then such Purchaser shall have the  right (solely with respect to itself), upon fifteen (15) days prior written notice to the Seller, to terminate this  Agreement and its commitments hereunder and under the other Transaction Documents.  Any amount  owing pursuant to this section shall be paid to such Purchaser in immediately available funds. A certificate  as to such amounts submitted to Seller by such Purchaser shall be conclusive and binding for all purposes  as to the calculations therein, absent manifest error. Upon receipt of notice from any Purchaser of any such  increased cost or adjustment to the Commitment Fee or the Discount Rate, Seller shall have the right, at  any time after payment to a Purchaser of amounts, if any, due pursuant to clause (A) of this paragraph, and  upon five (5) days prior written notice to such Purchaser, to terminate this Agreement and all commitments  and obligations hereunder except insofar as such obligations relate to Purchased Receivables sold on or  prior to the date of notice of termination or otherwise expressly survive termination hereof.  (e) Regulatory Indemnity.  Seller will indemnify each Purchaser for all losses, costs,  damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or incurred by or  brought against such Purchaser arising out of or relating to any Compliance Action, unless such Losses are  caused by (i) the gross negligence or intentional misconduct of such Purchaser or (ii) do not relate to the  transfer of such Purchased Receivable from the Seller to such Purchaser under this Agreement.  (f) Set-Off.  Seller further agrees that, unless Seller notifies a Purchaser in writing that  it desires to pay on the date when due any amounts due under this Section 7 and Seller makes such payment  to such Purchaser in immediately available funds on the date that such payment is due, Seller hereby  irrevocably authorizes each Purchaser, without further notice to Seller, to set-off such amount against the  Purchase Price of any Proposed Receivables to be purchased on or after such due date.    (g) UCC.  The rights granted to the Purchasers hereunder are in addition to all other  rights and remedies afforded to each Purchaser as a buyer under the UCC or other applicable law.    8. RETAINED OBLIGATIONS.  No Purchaser shall have any responsibility for, or have  any liability with respect to, the performance of any Contract, and neither shall any Purchaser have any  obligation to intervene in any commercial dispute arising out of the performance of any Contract.  All  obligations of Seller under each Contract, including all representations and warranty obligations, all  servicing obligations, all maintenance obligations, and all delivery, transport and insurance obligations,  shall be retained by Seller (the “Retained Obligations”).  Neither any claim that Seller may have against  any Account Debtor or any other Person, nor the failure of an Account Debtor to fulfill its obligations under  the applicable Contracts, shall affect the obligations of Seller or Servicer to perform its obligations  hereunder, and none of such events or circumstances shall be used as a defense or as set-off, counterclaim  or cross-complaint as against the performance or payment of any of Seller’s or Servicer’s obligations  hereunder.  





 






   27  745260365 16500839  9. COSTS AND EXPENSES; DELINQUENT RATE.   (a) Seller shall reimburse the Purchaser Representative and each Purchaser for all  reasonable costs (including reasonable attorneys’ fees and expenses) that each Purchaser and the Purchaser  Representative incurs in connection with the preparation and negotiation of this Agreement, any  amendments hereto and the administration, preservation of rights and enforcement hereof.  In no event shall  such obligation of Seller to reimburse the Purchasers or the Purchaser Representative include costs incurred  by any Purchaser or the Purchaser Representative in collecting or otherwise enforcing its rights as against  the Account Debtors under the Receivables, including, but not limited to, as a result of an Account Debtor  Insolvency Event, unless Seller or Servicer is in breach or default of the performance of its obligations  hereunder or under the terms of such Receivable.  (b) Any fees, expenses, indemnity, Repurchase Price or other amounts payable by  Seller to the Purchasers in connection with this Agreement shall bear interest each day from the date due  until paid in full at the Delinquent Rate, whether before or after judgment.  Such interest shall be payable  on demand.  Fees are deemed payable on the date or dates set forth herein; expenses, indemnity or other  amounts payable by Seller to the Purchasers are due ten (10) days after receipt by Seller of written demand  thereof.  10. GENERAL PAYMENTS.  All amounts payable by Seller to the Purchasers under this  Agreement shall be paid in full, free and clear of all deductions, set-off or withholdings whatsoever except  only as may be required by law, and shall be paid on the date such amount is due by not later than 3:00 pm  (New York City time) to the account of the applicable Purchaser notified to Seller from time to time.  For  the avoidance of doubt, Seller shall not be responsible for any deductions, set-off or withholdings made by  the Account Debtors or required by law, except to the extent provided for in Section 7 above.  If any  deduction or withholding is required by law other than as Excluded Taxes, Seller shall pay to the applicable  Purchaser such additional amount as necessary to ensure that the net amount actually received by such  Purchaser equals to the full amount such Purchaser should have received had no such deduction or  withholding been required.  All payments to be made hereunder or in respect of a Purchased Receivable  shall be in USD.  Any amounts that would fall due for payment on a day other than a Business Day shall  be payable on the succeeding Business Day.  All interest amounts calculated on a per annum basis hereunder  are calculated on the basis of a year of three hundred sixty (360) days.  11. LIMITATION OF LIABILITY.  IN NO EVENT SHALL ANY PURCHASER SHALL  BE LIABLE TO SELLER FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES  ARISING OUT OF THIS AGREEMENT (INCLUDING LOST PROFITS OR LOSS OF BUSINESS).  12. NOTICES. Unless otherwise provided herein, any notice, request or other communication  which any Purchaser, the Purchaser Representative, Seller or Servicer may be required or may desire to  give to the other party under any provision of this Agreement shall be in writing and sent by email, hand  delivery or first class mail, certified or registered and postage prepaid, and shall be deemed to have been  given or made when transmitted with receipt confirmed in the case of email, when received if sent by hand  delivery or five (5) days after deposit in the mail if mailed, and in each case addressed to the applicable  Purchaser, Seller or Servicer as set forth below.  Any party hereto may change the address to which all  notices, requests and other communications are to be sent to it by giving written notice of such address  change to the other parties in conformity with this paragraph, but such change shall not be effective until  notice of such change has been received by the other parties.  If to Seller: Constellium Muscle Shoals Funding III, LLC  4805 Second Street  





 






   28  745260365 16500839  Muscle Shoals, AL 35661  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com    with a copy to: Constellium Switzerland AG   Max Högger-Strasse 6   8048 Zürich, Switzerland   Attention:  Mark Kirkland, Group Treasurer  Office phone : +41 44 438 6642   Email : mark.kirkland@constellium.com     If to Servicer: Constellium Muscle Shoals LLC  4805 Second Street  Muscle Shoals, AL 35661  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com    with a copy to: Constellium Switzerland AG   Max Högger-Strasse 6   8048 Zürich, Switzerland   Attention:  Mark Kirkland, Group Treasurer  Office phone : +41 44 438 6642   Email : mark.kirkland@constellium.com     If to Intesa, as a Purchaser   and/or  Purchaser Representative: Intesa Sanpaolo S.p.A., New York Branch  One William Street  New York, NY 10004  Attention: Pablo De Bacco  Email: pablo.debacco@intesasanpaolo.com   with a copy to:    Intesa Sanpaolo S.p.A., New York Branch  One William Street  New York, NY 10004  Attention: Legal Department  Email: NYLegal@intesasanpaolo.com       If to DB, as a Purchaser: Deutsche Bank Trust Company Americas   60 Wall Street, 15th Floor   New York, NY 10005  Email: pasquale.antolino@db.com and  michael.arrizurieta@db.com  Attention: Pasquale Antolino and Michael Arrizurieta, Trade  Finance Flow, North America    





 






   29  745260365 16500839   Seller agrees that each Purchaser may presume the authenticity, genuineness, accuracy,  completeness and due execution of any email bearing a scanned signature resembling a signature of an  authorized Person of Seller without further verification or inquiry by such Purchaser.  Notwithstanding the  foregoing, each Purchaser in its sole discretion may elect not to act or rely upon such a communication and  shall be entitled (but not obligated) to make inquiries or require further action by Seller to authenticate any  such communication.    13. SURVIVAL.  Notwithstanding the occurrence of the Purchase Termination Date, (a) all  covenants, representations and warranties made herein shall continue in full force and effect so long as any  Purchased Receivables remain outstanding; and (b) Seller’s and Servicer’s obligations to indemnify the  Indemnified Parties with respect to the expenses, damages, losses, costs, liabilities and other obligations  shall survive until the later of (i) all applicable statute of limitations periods with respect to actions that may  be brought against such Indemnified Party have run and (ii) 365 days following the entry of a final non- appealable order of a court of competent jurisdiction with respect to actions brought against such Purchaser  or any other Indemnified Party that were initiated prior to the end of the applicable statute of limitations for  such actions.  14. PURCHASER REPRESENTATIVE.   (a) Each Purchaser hereby designates and appoints Intesa, as the “Purchaser  Representative”, as its representative for purposes of establishing control over the Collection Account, and  authorizes the Purchaser Representative to take such actions and to exercise such powers as are specifically  delegated to the Purchaser Representative hereby and to exercise such other powers as are reasonably  incidental thereto.  The Purchaser Representative shall not have any duties other than those expressly set  forth herein or any fiduciary relationship with any Purchaser, and no implied obligations or liabilities shall  be read into this Agreement, or otherwise exist, against the Purchaser Representative.  The Purchaser  Representative does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship  of trust or agency with, the Seller, Servicer or any Purchaser.  Notwithstanding any provision of this  Agreement or any other Transaction Document to the contrary, in no event shall the Purchaser  Representative ever be required to take any action which exposes the Purchaser Representative to personal  liability or which is contrary to the provision of any Transaction Document or applicable law.  (b) Except as otherwise specifically provided in this Agreement, the provisions of this  Section 14 are solely for the benefit of the Purchaser Representative and the Purchasers, and none of the  Seller, Originator Servicer or any of their affiliates shall have any rights as a third party beneficiary or  otherwise under any of the provisions of this Section 14, except that this Section 14 shall not affect any  obligations which the Purchaser Representative or any Purchaser may have to the Seller or the Servicer  under the other provisions of this Agreement.   (c) The Purchaser Representative shall not be responsible to the Purchasers for any  recitals, statements, representations or warranties contained in this Agreement or the other Transaction  Documents or for the value, validity, effectiveness, genuineness, collectibility, enforceability or sufficiency  thereof, or for the perfection, priority or value of any Sold Assets, or for the financial condition of the Seller,  Servicer, Originator, Parent, Ultimate Parent (or any of their Affiliates), any Account Debtor or any failure  of any thereof to perform its obligations under any Transaction Document, or for any failure by any such  Person to obtain any required governmental approvals. The Purchaser Representative may consult with  counsel, independent public accountants and experts selected by it (including counsel for the Seller,  Servicer, Originator or any of their affiliates) and shall not be liable for any action taken or omitted to be  taken in good faith by it in accordance with the advice of any such professional. Finally, the Purchaser  Representative shall not, in the absence of gross negligence, bad faith or willful misconduct by it, be under  





 






   30  745260365 16500839  any liability to any Purchaser with respect to anything which it may do or refrain from doing which the  Purchaser Representative determines is necessary or desirable.   (d) The permissive right of the Purchaser Representative to take any action provided  under this Agreement or any Transaction Document shall not be construed as a duty.  The Purchaser  Representative may conclusively rely and shall be fully protected in acting or refraining from acting upon  any notice, requisition, request, consent, certificate, order, opinion, affidavit, letter, telegram or other paper  or document reasonably believed by it to be genuine and correct and to have been signed or sent by or on  behalf of a Purchaser.  (e) No provision of this Agreement shall require the Purchaser to expend or risk its  own funds or otherwise incur any financial liability in respect of this Agreement or any Transaction  Document, or any agreements related thereto, if it shall have reasonable grounds for believing that  repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured  to it by the Purchasers.  In addition, the Purchaser Representative shall not be obligated to take any action  at the direction or request of any Purchaser if the Purchaser Representative reasonably believes that such  action would be illegal or in conflict or breach of any provision of law (including all applicable consumer  protection laws) or contract to which the Purchaser Representative is a party or to which it may be bound,  or would otherwise expose the Purchaser Representative to material risk, loss or liability.  (f) The Purchaser Representative shall not be bound to make any investigation into  the facts or matters stated in any resolution, certificate, statement, opinion, report, notice, request, consent,  entitlement, order, approval or other paper or document relating to any Transaction Document, whether or  not provided to a Purchaser by the Seller, the Servicer or any other party.  (g) Except as otherwise specifically provided herein, in no event shall the Purchaser  Representative or any agent of the Purchaser Representative be obligated or responsible for preparing,  executing, filing or delivering in respect of this Agreement, any Transaction Document or on behalf of any  other party, either (i) any report or filing required or permitted by the Securities and Exchange Commission,  (ii) any filing, amendment or continuation statement necessary or desirable under the UCC with respect to  Sold Assets purchased by applicable Purchaser or (iii) any certification in respect of any such report or  filing.  (h) Each Purchaser acknowledges that it has received copies of all documents relating  to the Agreement, all related Transaction Documents and any related Purchased Receivables or Proposed  Receivables that such Purchaser has requested with respect thereto.  (i) Each Purchaser acknowledges that it is a sophisticated financial institution and has,  independently and without reliance on the Purchaser Representative and based on such documents and  information as such Purchaser has deemed appropriate, made its own credit analysis and decision to enter  into this Agreement and will continue to make its own credit analysis and decision to purchase any  applicable Sold Assets hereunder. Each Purchaser acknowledges, confirms and agrees that it has engaged  and consulted with all legal, tax, accounting, regulatory and other professionals and advisors as it has  deemed necessary and appropriate to enter into the transactions contemplated hereby and has not and shall  not, be deemed to have relied on the Purchaser Representative for any such advice or decisions.  (j) Each Purchaser will pay and reimburse the Purchaser Representative on demand  for any and all reasonable costs and expenses (including without limitation, reasonable legal fees and  expenses) incurred by the Purchaser Representative in connection with the protection or enforcement the  Participant’s rights under or in connection with this Agreement or any other Transaction Document with  





 






   31  745260365 16500839  respect, or relating in any way, to the applicable Sold Assets purchased by such Purchaser hereunder, unless  the Purchaser Representative’s  actions were not taken in accordance with the provisions of this Agreement.  (k) The Purchaser Representative shall in all cases be fully protected in acting, or in  refraining from acting, under this Agreement in accordance with a request of the Purchasers, and such  request and any action taken or failure to act pursuant thereto shall be binding upon each Purchaser.   (l) Each of the Purchasers and the Purchaser Representative and their affiliates may  extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or  other business with the Seller, Originator, Servicer or any of their affiliates.  With respect to the acquisition  of the Sold Assets pursuant to this Agreement, the Purchaser Representative shall have the same rights and  powers under this Agreement as any Purchaser and may exercise the same as though it were not such a  representative for the Purchasers, and the terms “Purchaser” and “Purchasers” shall include, to the extent  applicable, the Purchaser Representative in its individual capacity.  (m) The Purchaser Representative hereby agrees that it shall not amend the Collateral  Account Agreement without the prior written consent of each Purchaser.  15. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL; ETC.    (a) This Agreement shall be governed by the laws of the State of New York, without  giving effect to conflict of laws principles that would require the application of the law of any other  jurisdiction.    (b) Each of the parties hereto irrevocably and unconditionally submits, for itself and  its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United  States sitting in the Borough of Manhattan, New York City, and any appellate court from any thereof, in  any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of  any judgment.  Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in  respect of any such action or proceeding may be heard and determined in any such New York State court  or, to the extent permitted by law, in such federal court.  A final judgment in any such action or proceeding  shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other  manner provided by law.  Each of the parties hereto irrevocably and unconditionally waives, to the fullest  extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of  venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State  or federal court located in the Borough of Manhattan.  Each of the parties hereto hereby irrevocably waives,  to the fullest extent permitted by law, the defense of inconvenient forum to the maintenance of such action  or proceeding in any such court.  (c) EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT  SUCH PERSON MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED  UPON OR ARISING OUT OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,  INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL  OTHER COMMON LAW OR STATUTORY CLAIMS.  16. GENERAL PROVISIONS.    (a) This Agreement represents the final agreement of the parties with respect to the  subject matter hereof and supersedes all prior and contemporaneous understandings and agreements with  





 






   32  745260365 16500839  respect to such subject matter.  No provision of this Agreement may be amended or waived except by a  writing signed by each Purchaser, the Purchaser Representative, the Servicer and the Seller.  (b) This Agreement shall bind and inure to the benefit of the respective successors and  permitted assigns of each of the parties; provided, however, that neither Seller nor Servicer may assign any  of its rights hereunder without each Purchaser’s prior written consent, given or withheld in each such  Purchaser’s sole discretion.  Each Purchaser shall have the right without the consent of Seller or Servicer  but, other than in the case of any subsidiaries or affiliates of such Purchaser for which no such consent shall  be required, with the prior written consent of the other Purchaser (not to be unreasonably withheld or  delayed), to sell, transfer, negotiate or grant participations in all or any part of, or any interest in, such  Purchaser’s obligations, rights and benefits hereunder and in any of the Sold Assets purchased by such  Purchaser hereunder (any such sale, transfer or assignment, a “Conveyance”); provided, however, that prior  to the occurrence and continuation of any Termination Event (it being understood that following the  occurrence and continuation of any Termination Event, no such restriction, limitation or Seller consent shall  apply), no Purchaser shall have the right to effect a Conveyance to any Constellium Muscle Shoals  Competitor, without the prior written consent of the Seller. In addition to the foregoing, prior to the  occurrence and continuation of any Termination Event (following which no such notice shall be required),  upon the occurrence of any Conveyance permitted by a Purchaser hereunder, such Purchaser shall provide  the Seller with written notice thereof.  (c) Each provision of this Agreement shall be severable from every other provision  hereof for the purpose of determining the legal enforceability of any specific provision.  This Agreement  may be executed in any number of counterparts and by different parties on separate counterparts, each of  which, when executed and delivered, shall be deemed to be an original, and all of which, when taken  together, shall constitute but one and the same agreement.  (d) Seller acknowledges that from time to time financial advisory, investment banking  and other services may be offered or provided to Seller or one or more of its affiliates (in connection with  this Agreement or otherwise) by a Purchaser or its subsidiaries.  Seller hereby authorizes each Purchaser to  share any information delivered to such Purchaser by Seller and its subsidiaries pursuant to this Agreement  or any of the other Transaction Documents, or in connection with the decision of such Purchaser to enter  into this Agreement to any actual or prospective participant or assignee under this Agreement that agrees  to keep it confidential to the same extent as set forth in this paragraph (d).  Such authorization shall survive  the termination of this Agreement or any provision hereof.  Without limiting the foregoing, and subject to  the provisions of paragraph (e) below, each party agrees to maintain the confidentiality of any Confidential  Information (as defined below) of the other party and shall not disclose such Confidential Information to  any third party except as set forth in the Agreement.  “Confidential Information” shall mean the terms of  this Agreement and all information of a party provided to the other party hereunder.  “Confidential  Information” shall not include any information that (i) is part of the public domain without any breach of  this Agreement by the receiving party; (ii) is or becomes generally known to the general public or  organizations engaged in the same or similar businesses as the receiving party on a non-confidential basis,  through no wrongful act of such party; (iii) is known by the receiving party prior to disclosure to it hereunder  without any obligation to keep it confidential; (iv) is disclosed to it by a third party which, to the best of the  receiving party's knowledge, is not required to maintain the information as proprietary or confidential; (v)  is independently developed by the receiving party without reference to Confidential Information of the  other party; or (vi) is the subject of a written agreement whereby the other party consents to the disclosure  of such Confidential Information on a non-confidential basis.  A party may disclose Confidential  Information, without the consent of the other party, if such party is requested or becomes legally compelled  (by applicable law, rule, regulation, oral questions, interrogatories, request for information or documents,  subpoena, civil investigative demand or similar process and including, without limitation, to the extent  required to be disclosed to any regulatory body having jurisdiction over such party or its affiliates pursuant  





 






   33  745260365 16500839  to the Securities Exchange Act of 1934, as amended, or otherwise) to disclose any of the Confidential  Information.  Except as otherwise provided in paragraph (e) below, each party may disclose any  Confidential Information to its Affiliates and to its and their directors, officers, employees, legal counsel,  accountants, lenders, prospective lenders, agents and representatives, so long as any such Person is subject  to confidentiality obligations similar to those in this paragraph (d).  The obligations under this paragraph  (d) shall terminate on the Confidentiality Termination Date which is two (2) years from the Purchase  Termination Date.  Following the Confidentiality Termination Date, each Purchaser shall, in its sole  determination, either return Confidential Information of Seller to Seller, unless otherwise required by  applicable law to maintain, or confirm to Seller that it has destroyed any Confidential Information in  accordance with its document retention policy, unless otherwise required by applicable law to maintain.   Notwithstanding the foregoing, Confidential Information may be disclosed by any Purchaser to the extent  reasonably necessary or required, in the reasonable judgment of such Purchaser, for (i) the transfer of  servicing, (ii) the sale or foreclosure of the Purchased Receivables, (iii) the enforcement of the rights of the  Purchasers under any Transaction Document or with respect to any invoice (including, without limitation,  in connection with any legal proceeding), and (iv) the protection of such Purchaser’s ownership and security  interest in the Purchased Receivables and its rights hereunder and under the Transaction Documents.  (e) In addition to the confidentiality provisions set forth in paragraph (d) above, each  Purchaser (and any subsequent participant or assignee of a Purchaser under this Agreement) agrees that  none of the terms and substance of any Contract or invoice (or portion of a Contract or invoice) provided   pursuant to this Agreement shall be disclosed, directly or indirectly to any other person by such Purchaser,  except (i) with the prior written consent of the Seller, (ii) any actual or prospective participant or assignee  under this Agreement that agrees to keep it confidential to the same extent as set forth in this paragraph (e),  (iii) to its directors, officers and employees, (iv) to its Affiliates that control such Purchaser, directly or  indirectly, (v) to its legal counsel, accountants, agents, representatives and advisors representing such  Purchaser in connection with entering into, performing or enforcing this Agreement, or auditing or  otherwise reviewing for diligence, financial reporting or regulatory purposes any Purchased Receivables,  (vi) as required by applicable law or regulation or by any court, other tribunal or regulatory authority, and  (vii) as such Purchaser, in good faith, reasonably determines is necessary in connection with the  enforcement of any Transaction Document or any Purchased Receivable; in each case under clauses (i),  (ii), (iii), (iv), and (v) so long as any such Person is subject to confidentiality obligations similar to those in  this Agreement. The obligations under this paragraph (e) shall terminate on the Confidentiality Termination  Date which is seven (7) years from the date hereof.   (f) As used in this Agreement, the terms “include” and “including” shall be read as if  followed by “without limitation” whether or not so followed.  (g) Additional Purchasers may be added, from time to time, after the date hereof as  “Purchaser” hereunder, with the prior written consent of the Seller and the Purchaser Representative,  pursuant to a joinder agreement, assumption agreement or similar agreement, in each case, in form and  substance reasonably acceptable to the Seller and the Purchaser Representative.  In the case of any proposed  new Purchaser to be added to this Agreement pursuant to this paragraph (g), the Seller shall notify the  Purchaser Representative of such proposed new Purchaser promptly upon identification and, in any event,  prior to the time such entity becomes a Purchaser hereunder.   17. SUCCESSOR LIBOR RATE. If, on any date of determination, the applicable Purchaser  reasonably determines in good faith that LIBOR (for purposes of calculating the Discount Rate and  Purchase Price, and any other calculations between such parties based on LIBOR) is not ascertainable and  the inability to ascertain LIBOR is unlikely to be temporary, each such Person shall notify the other in  writing (the occurrence of the foregoing conditions, a “Benchmark Discontinuation Event”) and LIBOR  shall, for any related period thereafter, be an alternate benchmark floating term rate of interest established  





 






   34  745260365 16500839  by such Purchaser that is generally accepted as the then prevailing market convention for determining a rate  of interest for similar transactions or interest or discount rate calculations in the United States at such time  and shall include (i) the spread or method for determining a spread or other adjustment or modification that  is generally accepted as the then prevailing market convention for determining such spread, method,  adjustment or modification and (ii) other adjustments to such alternate rate and this Agreement (A) to not  increase or decrease pricing in effect for any related Purchase Price calculation on the Business Day  immediately preceding the Business Day on which such alternate rate is selected pursuant to this provision  (but for the avoidance of doubt which would not reduce the applicable Discount Rate) and (B) other changes  necessary to reflect the available interest periods for such alternate rate for similar transactions of this type  in the United States at such time (any such rate, the “Successor Benchmark Rate”), and the Purchasers and  the Sellers shall, if necessary or reasonably requested by any applicable Purchaser, enter into an amendment  to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement  as may be applicable and, notwithstanding anything to the contrary in Section 16 hereof, such amendment  shall become effective without any further action or consent of any other party to this Agreement; provided,  further that if a Successor Benchmark Rate has not been established pursuant to the immediately preceding  proviso after the applicable Purchaser has reached such a determination that LIBOR is not or no longer  ascertainable, the applicable Purchaser may select a different alternate rate as long as it is reasonably  practicable for the applicable Purchaser to administer such different rate and, upon not less than 15 Business  Days’ prior written notice to the Purchaser Representative, the Purchasers and the Sellers shall enter into  an amendment to this Agreement, if necessary or reasonably requested by any applicable Purchaser to  reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable  and, notwithstanding anything to the contrary in Section 16 hereof, such amendment shall become effective  without any further action or consent of any other party to this Agreement.  For the avoidance of doubt, if  a Benchmark Discontinuation Event occurs, the applicable Discount Rate for any previously purchased  Receivables hereunder shall remain the rate used in the calculation of Purchase Price for such Proposed  Receivable when originally calculated pursuant to Section 2(d), above. Notwithstanding anything to the  contrary contained herein, if at any time the replacement index is less than zero, at such times, such index  shall be deemed to be zero for purposes of this Agreement.      [Remainder of page intentionally blank]      





 






   S-1               Receivables Purchase Agreement (Constellium Muscle Shoals III)  745260365 16500839  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the  date first above written.  Constellium Muscle Shoals Funding III, LLC, as Seller      By:______________________________________  Name:____________________________________  Title:_____________________________________      Constellium Muscle Shoals LLC, as initial Servicer and  as Originator    By:_______________________________________  Name:_____________________________________  Title:______________________________________           





 






   S-2               Receivables Purchase Agreement (Constellium Muscle Shoals III)  745260365 16500839    Intesa Sanpaolo S.p.A., New York Branch, as a  Purchaser and as Purchaser Representative    By:______________________________________  Name:____________________________________  Title:_____________________________________        By:______________________________________  Name:____________________________________  Title:_____________________________________    IntesaIntesa’s Aggregate Commitment:   $200,000,000.00    Intesa’s Sublimit Commitment for Crown Cork and Seal  USA, Inc.: $70,000,000.00       





 






   S-3               Receivables Purchase Agreement (Constellium Muscle Shoals III)  745260365 16500839     





 






   S-4               Receivables Purchase Agreement (Constellium Muscle Shoals III)  745260365 16500839  DEUTSCHE BANK TRUST COMPANY AMERICAS,  as a Purchaser     By:______________________________________  Name:____________________________________  Title:_____________________________________    By:______________________________________  Name:____________________________________  Title:_____________________________________      DEUTSCHE BANK AG NEW YORK BRANCH, as a  Purchaser     By:______________________________________  Name:____________________________________  Title:_____________________________________    By:______________________________________  Name:____________________________________  Title:_____________________________________        DBDB’s Aggregate Commitment: $100,000,000.00    DB’s Sublimit Commitment for Crown Cork and Seal  USA, Inc.: $40,000,000.00         





 






   Schedule 1-1  745260365 16500839  Schedule 1  Account Debtors    1. Anheuser-Busch LLC (but only so long as Anheuser-Busch LLC remains a direct or indirect  wholly-owned subsidiary of Anheuser-Busch InBev SA/NV)    2. Crown Cork and Seal USA, Inc. (but only so long as Crown Cork and Seal USA, Inc. remains a  direct or indirect wholly-owned subsidiary of Crown Holdings Inc.)   





 






   Schedule 2-1  745260365 16500839  Schedule 2  Seller Information Schedule  Actual Name, as reflected in the attached organizational documents (i.e., certified copy of the Certificate  of Incorporation, Articles of Formation or Certificate of Limited Partnership):   Constellium Muscle Shoals Funding III, LLC    Trade Name(s) (if any): n/a    Type and Jurisdiction of Organization (e.g. Delaware corporation, sole proprietorship): Delaware limited  liability company    Address of Place of Business (if only one) or Chief Executive Office (if more than one place of business):  Constellium Muscle Shoals Funding III, LLC  4805 Second Street  Muscle Shoals, AL 35661  Attn: Alex Godwin or Treasury Department  Fax: 256.386.6980  Email: alex.godwin@constellium.com        Seller Payment Instructions:  Account maintained in the name of Constellium Muscle Shoals III LLC at Wells Fargo Bank, National  Association, with account number 4943965533 or such other account designated by the Seller or the  Servicer from time to time. 





 






   Schedule 3-1  745260365 16500839  Schedule 3  Applicable Credit Spreads (Receivables Purchase Agreement)    Applicable Credit Spread    On any applicable date, the “Applicable Credit Spread” for purposes of the Agreement shall be determined  on such date based on the grid below depending on the lower of the most recent public issuer credit ratings  for Anheuser-Busch InBev SA/NV as provided by S&P and Moody’s.          Anheuser-Busch   InBev SA/NV,  Long Term Rating Applicable  Credit Spread   S&P Moody’s  >= A- A3 1.575%  <= BBB+ Baa1 1.575%    Account  Debtor  Applicable  Credit Spread  Anheuser- Busch, LLC  1.575%  Crown Cork  and Seal  USA, Inc.  1.90%          





 






   Exhibit A-1  745260365 16500839  Exhibit A  Definitions  “ABL Agent”: Wells Fargo Bank, National Association, as successor in interest to General Electric  Capital Corporation, in its capacity as agent under the ABL Credit Agreement, together with its successors  and assigns.   “ABL Credit Agreement”:  The credit agreement, dated as of December 11, 2013 (as amended,  restated, supplemented or otherwise modified from time to time), by and among Constellium Muscle Shoals  LLC (f/k/a Wise Alloys LLC), as the borrower, the other credit parties signatory thereto, the ABL Agent,  and the lenders signatory thereto.   “Account Debtor”:  The meaning set forth in the recitals hereto.    “Account Debtor Insolvency Event”:  With respect to any Account Debtor, such Account Debtor  shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its  debts generally (including its obligations under the Receivables), or shall make a general assignment for  the benefit of creditors; or any proceeding shall be instituted by or against such Account Debtor seeking to  adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,  adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy,  insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the  appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its  property, or any of the actions sought in such proceeding (including, without limitation, the entry of an  order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or  for any substantial part of its property) shall occur; or such Account Debtor shall take any action to authorize  any of the actions set forth above in this definition.  “Adverse Claim”:  Any ownership interest or claim, mortgage, deed of trust, pledge, lien, security  interest, hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever,  whether voluntarily or involuntarily given, including, but not limited to, any conditional sale or title  retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect  of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien  or other encumbrance is created or exists at the time of the filing); it being understood that any such interest,  lien or claim in favor of, or assigned to, a Purchaser hereunder or under the Prior Agreement, shall not  constitute an Adverse Claim in respect of such Purchaser.  “Affiliate”:  With respect to any Person, each officer, director, general partner or joint-venturer of  such Person and any other Person that directly or indirectly controls, is controlled by, or is under common  control with, such Person.  For purpose of this definition, “control” means the possession of either (a) the  power to vote, or the beneficial ownership of, 25% or more of the equity interests having ordinary voting  power for the election of directors of such Person or (b) the power to direct or cause the direction of the  management and policies of such Person, whether by contract or otherwise.  “Agreement”:  The meaning set forth in the first paragraph of the agreement to which this Exhibit  is attached.  “Applicable Credit Spread”: On any applicable date of determination, means the credit spreads  determined at such time in accordance with the credit spread chart set forth on Schedule 3 attached hereto.  





 






      Exhibit A-2  745260365 16500839  “Applicable Law”: Any law (including common law), constitution, statute, treaty, regulation, rule,  ordinance, order, injunction, writ, decree, judgment, award or similar item of or by a governmental authority  or any interpretation, implementation or application thereof.  “Benchmark Discontinuation Event”: The meaning set forth in Section 17 hereof.  “Buffer Period”: Five (5) days.   “Business Day”:  Any day that is not a Saturday, Sunday or other day on which banks in New York  City are required or permitted to close.  “Capital Stock”:  With respect to any Person, any and all common shares, preferred shares,  interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock,  partnership interests, limited liability company interests, membership interests or other equivalent interests  and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or  options exchangeable for or convertible into such capital stock or other equity interests.  “Change of Control”:  If at any time, (i) Constellium SE ceases to own, directly or indirectly, 100%  of the Capital Stock of Parent, (ii) Parent ceases to own directly or indirectly, 100% of the Capital Stock of  the Originator or (iii) Originator ceases to own, directly or indirectly, free and clear of any Adverse Claim,  except with respect to the ABL Credit Agreement or any other similar incurrence of debt, 100% of the  Capital Stock of the Seller.  “Closing Date”:  September 30, 2021 or such other date as all conditions in Section 2(c) have been  satisfied.  “Code”:  The Internal Revenue Code of 1986 and shall include all amendments, modifications and  supplements thereto from time to time.  “Collections”:  All collections and other proceeds received and payment of any amounts owed in  respect of the Purchased Receivables, including, without limitation, all cash collections, wire transfers or  electronic funds transfers.  “Collection Account”:  The account maintained in the name of Constellium Muscle Shoals Funding  III, LLC at Wells Fargo Bank, National Association, with Account No. 4943965525 and ABA No.  121000248.  “Collection Account Agreement”:  The Deposit Account Control Agreement, dated as of  September 30, 2021, by and among the Servicer, the Seller, as pledgor, the Purchaser Representative, as  secured party for the benefit of the Purchasers), and Wells Fargo Bank, National Association, as the account  bank, as amended, amended and restated, supplemented or otherwise modified from time to time.    “Commitment”:  With respect to any Purchaser, the commitment amount of such Purchaser set  forth beneath its signature to this Agreement, as such commitment may be reduced from time to time by  the Seller in accordance with the terms of Section 2(f) hereof.  “Commitment Fee”: The meaning set forth in Section 2(e) hereof.  “Compliance Action”: Any action taken by any Purchaser (or any action that such Purchaser  instructs other members of such Purchaser, its Affiliates or subsidiaries to take) to the extent it is legally  permitted to do so under the laws of its jurisdiction, which it, in its sole discretion, considers appropriate to  





 






      Exhibit A-3  745260365 16500839  act in accordance with Sanctions Laws or domestic and foreign laws and regulations, including without  limitation, the interception and investigation of any payment, communication or instruction; the making of  further enquiries as to whether a person or entity is subject to any Sanctions Laws; and the refusal to process  any transaction or instruction that does not conform with Sanctions Laws.   “Confidentiality Termination Date”:  (i) With respect to the confidentiality obligations related to  Contracts and invoices, the date which is seven (7) years from the date hereof, and (ii) with respect to the  confidentiality obligations relating to all other Confidential Information, the date which is two (2) years  from the Purchase Termination Date.  “Constellium Muscle Shoals Competitor”:  Novelis Inc., Norsk Hydro ASA, Alcoa, Inc., Tri- Arrows Aluminum Inc., Arconic Inc., UACJ Corp., UACJ North America, Inc., Aleris International, Inc.,  Kaiser Aluminum Corp., and, solely to the extent that the applicable Purchaser engaging in the related  assignment or participation, has actual knowledge of such affiliation, after reasonable inquiry and using its  customary “know your customer” diligence standards, any affiliates and successors of any such parties  listed above.  “Contracts”:  The meaning set forth in Section 6(a) hereof.   “Conveyance”: The meaning set forth in Section 16(b) hereof.  “Credit and Collection Policy”:  As the context may require, those receivables credit and collection  policies and practices of each Originator, the Seller or the Servicer in effect on the date of this Agreement  and delivered to each Purchaser on or prior to the date hereof, as may be modified in compliance with this  Agreement and the Transaction Documents.   “DB”: The meaning set forth in the preamble.  “Defaulted Receivable”:  A Receivable:  (a) as to which any payment, or part thereof, remains unpaid for more than 10 days from the original  due date for such payment, or  (b) without duplication (i) as to which an Account Debtor Insolvency Event shall have occurred,  or (ii) that has been (or consistent with its standard Credit and Collection Policies, should have been) written  off on Seller’s or Servicer’s books as uncollectible.  “Default Ratio”:  The ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with  5/1000th of 1% rounded upward) computed as of the last day of each calendar month by dividing: (a) the  aggregate outstanding balance of all Purchased Receivables that became or remained  Defaulted  Receivables during such month, by (b) the aggregate outstanding balance of all Purchased Receivables  during the month that is three calendar months before such month.  “Delinquency Ratio”:  The ratio (expressed as a percentage and rounded to the nearest 1/100 of  1%, with 5/1000th of 1% rounded upward) computed as of the last day of each calendar month by dividing:  (a) the aggregate outstanding balance of all Purchased Receivables that were Delinquent Receivables on  such day by (b) the aggregate outstanding balance of all Purchased Receivables on such day.  “Delinquent Receivable”:  A Receivable as to which any payment, or part thereof, remains unpaid  for more than 5 days from the original due date for such payment.  





 






      Exhibit A-4  745260365 16500839  “Delinquent Rate”:  A rate of interest equal to 2.00% per annum plus the Discount Rate.   “Dilution”:  All actual offsets to the face value of the Net Invoice Amount for the relating to one  or more Purchased Receivables, including, without limitation, customer payment and/or volume discounts,  write-offs, deductions, offsets, credit memoranda, returns and allowances, billing errors, rebates and other  similar items but no event shall include failure or inability of the Account Debtor to timely pay due to  credit-related reasons.   “Discount Rate”:  On any date of determination, a rate equal to LIBOR plus a per annum rate equal  to the Applicable Credit Spread at such time.  “Dispute”:  Any dispute, Dilution, claim, defense or counterclaim relating to one or more Purchased  Receivables (other than an adjustment granted with the prior written consent of the Purchaser who  purchased such Purchased Receivable hereunder) asserted or claimed by the Account Debtor in writing or  other reasonable and customary form of business communication and which is not remedied within 10 days  regardless of whether the same (i) is in an amount greater than, equal to or less than the applicable Purchased  Receivable, or (ii) arises by reason of an act of God, civil strife, war, currency restrictions, foreign political  restrictions or regulations, or any other circumstance beyond the control of Seller or the applicable Account  Debtor, but shall in no event include the failure of the Account Debtor to timely pay any of its obligations  under the Receivable in the absence of a Dispute, Dilution or any other event for which any amount is  payable pursuant to Section 6.  For the avoidance of doubt, and notwithstanding the foregoing, the failure  to make payment of a Purchased Receivable as a result of an Account Debtor Insolvency Event of the  applicable Account Debtor shall not be deemed a “Dispute” hereunder.  “Eligible Receivable”:  A Receivable that satisfies each of the following conditions to the  satisfaction of the applicable Purchaser to whom such Receivable has been offered as a Proposed  Receivable in any applicable Purchase Request:    (i) is generated by the Originator in the ordinary course of its business from sale of  goods or the provision of services to an Account Debtor under a duly authorized Contract that is in  full force and effect and that is a legal, valid and binding obligation of the Originator and the related  Account Debtor, enforceable against such Person in accordance with its terms, except as may be  limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement,  moratorium, receivership, conservatorship or other laws relating to or affecting the enforcement of  creditors' rights generally;  (ii) such sale of goods or provision of services to the applicable Account Debtor have  been fully delivered or performed by Originator,   (iii) if the Account Debtor with respect to such Receivable is Anheuser-Busch LLC, its  parent, Anheuser-Busch InBev SA/NV is rated investment grade by all nationally recognized  statistical rating organizations then rating such Account DebtorAnheuser-Busch InBev SA/NV;  (iv) that by its terms has an Invoice Due Date that is no more than 180 days from the  original invoice date and such Invoice Due Date has not occurred,  (v) that is owned by Seller, free and clear of all liens, encumbrances and security  interests of any Person.  (vi) that is freely assignable without the consent of any Person, including the applicable  Account Debtor,  





 






      Exhibit A-5  745260365 16500839  (vii) for which no default or event of default (howsoever defined) exists under the  applicable Contract between Originator and the applicable Account Debtor,   (viii) which is not subject to any Dispute or Dilution,  (ix) the related Account Debtor has been instructed in writing to make payments on  such Receivable only to the Collection Account,  (x) the related Account Debtor (i) is a resident of the United States of America and  has provided Originator with a billing address in the United States of America, (ii) is not an Affiliate  of Seller, Servicer or Parent and (iii) is not a natural person,  (xi) such Receivable (i) is denominated and payable only in USD in the United States  and (ii) is not payable in installments,  (xii) such Receivable is not a Receivable which arose as a result of the sale of consigned  goods or finished goods that have incorporated any consigned goods into such finished goods or a  sale in which Seller or Servicer acted as a bailee, consignee or agent of any other Person or  otherwise not as principal or otherwise in respect of deferred or unearned revenues,  (xiii) such Receivable does not constitute a re-billed amount arising from a deduction  taken by the related Account Debtor with respect to a previously arising Receivable,  (xiv) as of the related Purchase Date, no Account Debtor Insolvency Event has occurred  with respect to the related Account Debtor, such Account Debtor is not delinquent or in default  either on more than 5% of its then unpaid and outstanding Receivables or on more than 5% of its  then unpaid and outstanding Purchased Receivables,  (xv) such Receivable (i) does not arise from a sale of accounts made as part of a sale of  a business or constitute an assignment for the purpose of collection only, (ii) is not a transfer of a  single account made in whole or partial satisfaction of a preexisting indebtedness or an assignment  of a right to payment under a contract to an assignee that is also obligated to perform under the  contract and (iii) is not a transfer of an interest in or an assignment of a claim under a policy of  insurance,  (xvi) such Receivable constitutes an account or a payment intangible as defined in the  UCC and is not evidenced by instruments or chattel paper, and  (xvii) the related Account Debtor is Anheuser-Busch LLC (but only so long as Anheuser- Busch LLC remains a direct or indirect wholly-owned subsidiary of Anheuser-Busch InBev  SA/NV), or the related Account Debtor is Crown Cork and Seal USA, Inc. (“CCSU”) (but only so  long as CCSU remains a direct or indirect wholly-owned subsidiary of Crown Holdings, Inc.)  and/or such other Account Debtors as a Purchaser may agree to from time to time in its sole  discretion and in a writing signed by the applicable Purchaser to whom such Receivable has been  offered as a Proposed Receivable in any applicable Purchase Request.  “Event of Repurchase”:  The meaning set forth in Section 7(a) hereof.  “Excluded Taxes”: Any of the following taxes imposed on or with respect to a Purchaser or required  to be withheld or deducted from a payment to such Purchaser, taxes imposed on or measured by net income  





 






      Exhibit A-6  745260365 16500839  (however denominated) or capital, franchise taxes, and branch profits taxes, in each case, (i) imposed as a  result of such Purchaser being organized under the laws of, or having its principal office or applicable  lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof), (ii)  imposed under or as a result of FATCA, or (iii) that are taxes imposed as a result of a present or former  connection between such Purchaser and the jurisdiction imposing such tax (other than connections arising  from such Purchaser having executed, delivered, become a party to, performed its obligations under,  received payments under, received or perfected a security interest under, Purchased Receivables under or  engaged in any other transaction pursuant to this Agreement).  “Facility Amount”:  At any time, the aggregate of the Commitments of each Purchaser hereunder  at such time.  “FATCA”:  Sections 1471 through 1474 of the Code, as of the date of this Agreement (or as  amended or a successor version that is substantively comparable and not materially more onerous to comply  with), any current or future regulations or official interpretations thereof, any agreements entered into  pursuant to Section 1471(b)(1) of the Code (or any amended or successor version as described above), any  intergovernmental agreement entered into in connection with such sections of the Code and any legislation,  law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement.  “First Tier Parent Guarantee”:  A guarantee agreement in form and substance satisfactory to Seller  and the Purchasers duly executed and delivered by Parent to Seller, as the purchaser under the Sale  Agreement.   “GAAP”:  Generally accepted accounting principles in the United States of America or the  International Financial Reporting Standards issued by the International Accounting Standards Board  (IASB) and related interpretations (in each case as in effect from time to time).   “Identification Ratio”:  The ratio (expressed as a percentage and rounded to the nearest 1/100 of  1%, with 5/1000th of 1% rounded upward) computed as of the last day of each calendar month by dividing:  (a) the aggregate of all Collections during such month on all outstanding receivables originated by the  Originator (whether or not Purchased Receivables hereunder (and whether or not then owned, pledged or  otherwise assigned by the Originator), which were not, within five (5) Business Days of receipt of such  Collections, properly identified as being related or applicable to a particular receivable (whether or not a  Purchased Receivable), by (b)  the aggregate of all Collections during such month on all outstanding  Purchased Receivables, which were, within five (5) Business Days of receipt of such Collections, properly  identified as being related or applicable to a particular Purchased Receivable.  “Indemnified Amounts”:  The meaning set forth in Section 7(b) hereof.  “Indemnified Party”:  The meaning set forth in Section 7(b) hereof.  “Insolvency Event”:  With respect to any Person, such Person shall generally not pay its debts as  such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a  general assignment for the benefit of creditors; or any proceeding shall be instituted by or against such  Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,  arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to  bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or  the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of  its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such  proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in  such proceeding (including, without limitation, the entry of an order for relief against, or the appointment  





 






      Exhibit A-7  745260365 16500839  of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property)  shall occur; or such Person shall take any action to authorize any of the actions set forth above in this  definition; provided, that in the case of the inability of a Person to pay its debts as such debts become due  arising by reason of currency restrictions or foreign political restrictions or regulations beyond the control  of Seller or such Person, such event shall not be deemed an “Insolvency Event” hereunder.  “Intercreditor Agreement”: That certain Intercreditor Agreement, dated as of the date hereof, by  and among Wells Fargo Bank, National Association, as ABL Agent (the “ABL Agent”), each Purchaser,  the Servicer and the Seller, as amended, restated, supplemented or otherwise modified from time to time.  “Intesa”:  The meaning set forth in the preamble.  “Invoice Due Date”:  With respect to a Purchased Receivable, the last date identified for timely  payment in the applicable original invoice.  “LIBOR”: With respect to any Purchaser and any purchase of Receivables on any Purchase Date,  the offered rate for deposits in U.S. dollars in the London interbank market for a period determined by such  Purchaser, by reference to ICE Benchmark Administration Limited (“ICE”) (or the generally accepted  industry successor thereto) appearing at Reuters Reference LIBOR01 page (or on any successor thereto or  substitute therefor), as of 11:00 a.m. (London time) day that the Purchase Price is paid pursuant hereto;  provided, however, that if such a rate (x) ceases to be available on such Reuters Reference LIBOR01 page  (or on any generally accepted industry successor thereto or substitute therefor) or (y) is otherwise replaced,  withdrawn or ceases to be available in the financial markets generally, then, in either such case, “LIBOR”,  on any such date of determination, shall be a rate per annum, for the relevant period, as may be reasonably  determined (based on commercially reasonable standards for such determinations at such time) by the  applicable Purchaser, and reasonably agreed to, on any such date, by the Seller; provided, further, however,  if any such determined rate at any such time is less than 0.0%, then “LIBOR” for purposes hereof in  connection with such determination, at such time, shall be deemed to be 0.0%.  “Material Adverse Change”:  With respect to any Person, an event that results or could likely result  in (a) a material adverse change in (i) the business condition (financial or otherwise), operations,  performance or properties of such Person, or (ii) the ability of such Person to fulfill its obligations  hereunder, or (b) the impairment of the validity or enforceability of, or the rights, remedies or benefits  available to, a Purchaser or the Purchaser Representative under this Agreement.  “Moody’s”:   Moody’s Investors Service, Inc.  “Net Invoice Amount”:  The amount shown on the original invoice for the applicable  Purchased  Receivable as the total amount payable by the applicable Account Debtor, which amount shall be net of  any discounts, credits or other allowances identified with specificity on such original invoice.  “OFAC”: The meaning set forth in the definition of “Sanctioned Country”.  “Offset Condition”:  On any date of determination shall be satisfied, so long as (i) the aggregate  outstanding Purchase Prices of all Purchased Receivables at such time related to any Account Debtor and  its Affiliates (on a combined basis) does not exceed (ii) 90% of (x) the aggregate outstanding principal  balance of all receivables payable at such time by such Account Debtor (whether or not such receivables  are Purchased Receivables hereunder), minus (y) the aggregate amounts of principal and interest, if any, at  such time in respect of any amounts which are subject to payment by  (whether or not  then due and payable)  the Seller or any of its Affiliates (on an aggregate basis), to or for the account of such Account Debtor (and  any of its Affiliates (on a combined basis).  





 






      Exhibit A-8  745260365 16500839  “Organization Documents”: (a) With respect to any corporation, the certificate or articles of  incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non- U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation  or organization and the operating agreement, or the equivalent thereof; and (c) with respect to any  partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other  applicable agreement of formation or organization and any agreement, instrument, filing or notice with  respect thereto filed in connection with its formation or organization with the applicable governmental  authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of  formation or organization of such entity, or any equivalent thereof.   “Originator”:  Constellium Muscle Shoals LLC, as originator and seller under the Sale Agreement.  “Outstanding Account Debtor Purchase Amount”:  As of the date of determination, (x) when used  with respect to a specific Purchaser, an amount equal to (i) the aggregate amount paid by such Purchaser to  Seller in respect of Purchased Receivables of a particular Account Debtor, minus (ii) the aggregate amount  of all Collections with respect to such Purchased Receivables actually deposited into the Collection Account  and (y) when used in respect of all Purchasers, the sum of the aggregate of the amounts described in clause  (x) above for each Purchaser collectively.  “Outstanding Aggregate Purchase Amount”:  As of the date of determination, (x) when used with  respect to a specific Purchaser, an amount equal to the Outstanding Account Debtor Purchase Amount for  such Purchaser for all Account Debtors and (y) when used in respect of all Purchasers, the sum of the  aggregate of the amounts described in clause (x) above for each Purchaser collectively.  “Parent”:  Constellium International SAS, a French joint stock company.  “Parent Guarantee”:  A guarantee agreement in form and substance satisfactory to the Purchasers  duly executed and delivered by Parent to the Purchasers.  “Person”:  An individual, partnership, corporation (including a business trust), limited liability  company, limited partnership, joint stock company, trust, unincorporated association, joint venture or other  entity, or a government or any political subdivision or agency thereof.  “Prior Agreement”: The meaning set forth in the recitals hereto.  “Prior Agreement Outstanding Aggregate Purchase Amount”: with respect to each Purchaser’s  commitment under the Prior Agreement, shall have the meaning assigned to the term “Outstanding  Aggregate Purchase Amount” in the Prior Agreement.  “Proposed Receivables”:  With respect to any Purchase Date, the Eligible Receivables proposed by  Seller to the applicable Purchaser for purchase hereunder and described in a Purchase Request to be  purchased on such Purchase Date.  “Purchase Date”:  Each date on which a Purchaser purchases Eligible Receivables.  “Purchase Price”:  The meaning set forth in Section 2(d) hereof.  “Purchase Request”:  The meaning set forth in Section 2(a) hereof.  “Purchase Termination Date”:  With respect to any Purchaser (it being understood if one Purchaser  elects to terminate and one Purchaser elects to not so terminate, this Agreement shall be deemed to be  





 






      Exhibit A-9  745260365 16500839  terminated as to the terminating Purchaser, and remain in full, force and effect with respect to the Purchaser  who does not so terminate), the date which is the earlier of (i) on which this Agreement terminates pursuant  to Section 2(b) hereof, (ii) the date declared by a Purchaser in its sole discretion following the occurrence  of a Termination Event, (iii) the date declared by the Seller in accordance with the terms of Section 2(b)  hereof, and (iv) September 30, 2023, as such date may be extended in accordance with the terms of Section  2(b) hereof.  “Purchased Receivables”:  The meaning set forth in Section 2(a) hereof.  “Purchaser”:  The meaning set forth in the preamble hereto.   “Ratable Share”: For any Purchaser, on  any date, (i) prior to the expiration or termination of such  Purchaser’s Commitment hereunder, a fraction (expressed as a percentage), (a) the numerator of which is  the Commitment of such Purchaser on such date, and (b) the denominator of which is the sum of the  Commitments of all Purchasers on such date, and (ii) following the expiration or termination of such  Purchaser’s Commitment hereunder (in accordance with the termination of this Agreement pursuant to  Section 2(b) of this Agreement, or otherwise) , a fraction (expressed as a percentage), (a) the numerator of  which is the Outstanding Aggregate Purchase Amount of such Purchaser on such date, and (b) the  denominator of which is the sum of the Outstanding Aggregate Purchase Amounts of all Purchasers on such  date.  “Receivables”:  Any indebtedness or other payment obligation owing to Seller or Originator by any  Account Debtor (whether constituting an account or payment intangible), including any right to payment  of interest or finance charges and other obligations of such Account Debtor with respect thereto, arising out  of Originator’s sale and delivery of goods or Originator’s sale and provision of services.  “Regulatory Change”:  Relative to any Person:  (a)  any change in (or the adoption, implementation, administration, change in phase- in or interpretation or commencement of effectiveness of) any:  (i)  Applicable Law applicable to such Person;  (ii)   regulation, interpretation, directive, requirement or request  (whether or not having the force of law) applicable to such Person of (A) any  governmental authority charged with the interpretation or administration of any  Applicable Law referred to in clause (a)(i) or of (B) any fiscal, monetary or other  authority having jurisdiction over such Person;  (iii)   GAAP, IFRS or regulatory accounting principles applicable to  such Person and affecting the application to such Person of any Applicable Law,  regulation, interpretation, directive, requirement or request referred to in  clause (a)(i) or (a)(ii) above; or  (iv) notwithstanding the forgoing, (A) the Dodd-Frank Wall Street  Reform and Consumer Protection Act and all requests, rules, guidelines or  directives thereunder, issued in connection therewith or in implementation thereof,  and (B) all requests, rules, guidelines and directives promulgated by the Bank for  International Settlements, the Basel Committee on Banking Supervision (or any  successor or similar authority) or the United States or foreign governmental or  regulatory authorities, shall in each case be deemed to be a “Regulatory Change”  





 






      Exhibit A-10  745260365 16500839  occurring and implemented after the date hereof, regardless of the date enacted,  adopted, issued or implemented; or  (b)  any change in the application to such Person of any existing Applicable Law, regulation,  interpretation, directive, requirement, request or accounting principles referred to in clause (a)(i), (a)(ii),  (a)(iii) or (a)(iv) above.  “Related Rights”:  With respect to any Receivable:  (a) all of the Seller’s and the Originator’s interest in any documents of title evidencing the  shipment or storage of any goods that give rise to such Receivable, and all goods (including  returned goods) relating to such Receivable,  (b) all instruments, chattel paper or other documents or contracts, to the extent evidencing  such Receivable,  (c) all other security interests or liens and property subject thereto from time to time, to the  extent purporting to secure payment of such Receivable, whether pursuant to the Contract related  to such Receivable or otherwise, together with all UCC financing statements or similar filings  relating thereto,   (d) all of the Seller’s and each Originator’s rights, interests and claims under the Contracts  and all guaranties, indemnities, insurance and other agreements (including the related Contract) or  arrangements of whatever character from time to time, to the extent supporting or securing payment  of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract  related to such Receivable or otherwise,   (e) the Seller’s rights and remedies as against the Originator or Parent under the Sale  Agreement and/or any other Transaction Document; and  (f) all Collections and proceeds of any of the foregoing.   “Repurchase Date”: The meaning set forth in Section 7 hereof.  “Repurchase Price”: The meaning set forth in Section 7 hereof.  “Repurchase Rate”: For any Purchased Receivable repurchased by the Seller, a rate per annum  equal to the Discount Rate.  “Repurchase Ratio”:  The ratio (expressed as a percentage) with respect to any month, equal to (i)  the aggregate outstanding balance of all Purchased Receivables which has become the subject of a  Repurchase Event, divided by (ii) the aggregate outstanding balance of all Receivables generated by the  Constellium Muscle Shoals LLC one month prior to such month.  “Retained Obligations”: The meaning set forth in Section 8 hereof.   “Sale Agreement”:  The receivables sale agreement between the Originator and the Seller, dated as  of the date hereof, as amended, supplemented or otherwise modified from time to time in accordance with  the terms thereof.  





 






      Exhibit A-11  745260365 16500839  “Sanctioned Country”:  A country that is the subject of country-wide or territory wide economic or  trade sanctions administered by the US Treasury Department's Office of Foreign Assets Control (“OFAC”).  “Sanctioned Person”:  Any of the following currently or in the future:  (i) an entity, vessel, or  individual named on the list of Specially Designated Nationals or Blocked Persons maintained by U.S.  Department of Treasury’s Office of Foreign Assets Control (“OFAC”) available at  http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or on the consolidated list  of persons, groups, and entities subject to the European Union financial sanctions currently available at  http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm; (ii) any entity or individual located in or organized  under the laws of any Sanctioned Country to the extent that the entity or individual is subject to sanctions  under Sanctions Laws; (iii) any entity or individual otherwise a subject of sanctions under Sanctions Laws;  and (iv) any entity or individual engaged in sanctionable activities under the Sanctions Laws.  “Sanctions Laws”:  The sanctions laws, regulations, and rules promulgated or administered by  OFAC and the U.S. Department of State, including any enabling legislation or Executive Order related  thereto, as amended from time to time; the sanctions and other restrictive measures applied by the European  Union in pursuit of the Common Foreign and Security Policy objectives set out in the Treaty on European  Union; the United Kingdom, and any similar sanctions laws as may be enacted from time to time in the  future by the U.S., the European Union (and any of its member states), or the Security Council or any other  legislative body of the United Nations; and any corresponding laws of jurisdictions in which Seller operates  or in which the proceeds of the Purchase Price will be used or from which repayments of such obligations  be derived.  "Scheduled Payment Date":  For  any invoice, the date arrived at by adding the Buffer Period to the  Invoice Due Date.   “Seller”:  The meaning set forth in the preamble.  “Servicer”:  The meaning set forth in Section 6(a) hereof.  “Servicer Report”:  The meaning set forth in Section 6(e) hereof.  “Servicing Fee”: The meaning set forth in Section 6(a) hereof.  “Settlement Date”: The meaning set forth in Section 6(b)(v) hereof.  “Sold Assets”: The meaning set forth in Section 2(g) hereof.   “Standard & Poor’s”:  Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.  “Successor Benchmark Rate”: The meaning set forth in Section 17 hereof.    “Termination Event”:  Each of the following shall be a “Termination Event”:  (a)(i) Seller, Parent, Originator or Servicer shall fail to perform or observe any term, covenant or  agreement under this Agreement or any Transaction Document and, except as otherwise provided herein,  such failure shall continue for five (5) Business Days after such Person’s knowledge or notice thereof, (ii)  Seller or Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement  including without limitation, any payment or deposit of Collections Due on each Settlement Date or under  Section 7(b) of this Agreement and such failure shall continue unremedied for one Business Day or (iii)  





 






      Exhibit A-12  745260365 16500839  Servicer shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Purchasers shall  have been appointed;  (b) any representation or warranty made by Seller, Parent, Originator or Servicer (or any of their  respective officers) under or in connection with this Agreement or any Transaction Document, or any  information or report delivered by Seller, Parent, Originator or Servicer pursuant to the Agreement, shall  prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and  shall continue unremedied for five (5) Business Days after such Person’s knowledge or notice thereof;  (c) Seller or Servicer shall fail to deliver any report required to be delivered by this Agreement  when due;  (d) this Agreement or any purchase pursuant to the Agreement shall for any reason: cease to create  with respect to the Purchased Receivables, or the interest of any Purchaser or the Purchaser Representative  with respect to such Purchased Receivables shall cease to be, a valid and enforceable first priority perfected  ownership interest, free and clear of any Adverse Claim; or there shall exist any Adverse Claim on the  Purchased Receivables other than the Adverse Claims created under this Agreement;  (e) Seller, Parent, Originator or Servicer shall generally not pay its debts as such debts become due,  or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the  benefit of creditors; or any proceeding shall be instituted by or against Seller or Servicer seeking to  adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,  adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy,  insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the  appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its  property and, in the case of any such proceeding instituted against it (but not instituted by it), either such  proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in  such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee,  custodian or other similar official for, it or for any substantial part of its property) shall occur; or Seller,  Parent, Originator or Servicer shall take any corporate action to authorize any of the actions set forth above  in this paragraph;  (f) (i) on any date of determination the (A) Default Ratio shall exceed 1.00%, (B) the Delinquency  Ratio shall exceed 1.00%; (C) the Repurchase Ratio shall exceed 3.00%, or (D) the Identification Ratio  shall exceed 5.00%, (ii) the average for three consecutive calendar months of: (A) the Default Ratio shall  exceed 1.00%, (B) the Delinquency Ratio shall exceed 1.00%, (C) the Repurchase Ratio shall exceed  3.00%, or (D) the Identification Ratio shall exceed 5.00% or (iii) the Offset Condition shall fail to be  satisfied;  (g) a Change in Control shall occur;  (h) (i) Parent or Servicer or any of their subsidiaries shall fail to pay any principal of or premium  or interest on any of its debt that is outstanding in a principal amount of at least $75,000,000 in the aggregate  when the same becomes due and payable (whether by scheduled maturity, required prepayment,  acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any,  specified in the agreement, mortgage, indenture or instrument relating to such debt (and shall have not been  waived); or (ii) any other “default”, “event of default” or similar event shall occur or condition shall exist  under any agreement, mortgage, indenture or instrument relating to any such debt and shall continue after  the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument;  





 






      Exhibit A-13  745260365 16500839  (i)  to the extent Ultimate Parent has a credit rating from Standard & Poor’s or Moody’s (including,  if applicable, a shadow rating from either such rating agency): (i) such rating shall be downgraded below  B- by Standard & Poor’s and below B3 by Moody’s or (ii) such rating of Ultimate Parent is withdrawn by  Standard & Poor’s or Moody’s, as the case may be (for the avoidance of doubt, if either Standard & Poor’s  or Moody’s takes any of the actions described in clauses (i) or (ii) above, whether or not such action is  taken by the other or both, such action by either such agency shall constitute a Termination Event  hereunder);   (j) (i) One or more final judgments for the payment of money shall be entered against Seller  or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000,  individually or in the aggregate, shall be entered against Servicer, Parent or Originator on claims not  covered by insurance or as to which the insurance carrier has denied its responsibility;   (k) This Agreement or the Parent Guarantee, at any time, ceases to be the legal, valid and  binding obligation of the Seller, the Originator, the Servicer or the Parent, as applicable, at any time,  challenges its obligations hereunder or thereunder; or  (l) so long as any purchased receivables remain outstanding thereunder, any “Termination  Event” (as defined in the Prior Agreement) shall have occurred and be continuing under the Prior  Agreement.   “Transaction Documents”:  This Agreement, the Sale Agreement, the Parent Guarantee, the First  Tier Parent Guarantee, the Intercreditor Agreement, the Collection Account Agreement, any account,  control or similar agreement (if any) covering the Collection Account and all other certificates, instruments,  UCC financing statements, reports, notices, agreements and documents executed or delivered under or in  connection  with this Agreement, in each case as the same may be amended, supplemented or otherwise  modified from time to time in accordance with this Agreement.  “UCC”:  The Uniform Commercial Code in effect in the State of New York from time to time.  “Ultimate Parent”:  Constellium SE, a French company, together with its successors and assigns.   “Unmatured Termination Event”:  An event that, with the giving of notice or lapse of time, or both,  would constitute a Termination Event.  “Unsold Receivable”:  Any Receivable that is not a Purchased Receivable.  “USD”:  United States Dollars, the lawful currency of the United States of America.       





 






      Exhibit A-14  745260365 16500839      





 






   Exhibit B-1  745260365 16500839  Exhibit B  Form of Purchase Request  [date]      Intesa Sanpaolo S.p.A., New York Branch  One William Street  New York, NY 10004    Deutsche Bank Trust Company Americas  60 Wall Street, 15th Floor  New York, NY 10005      Reference is hereby made to that certain Receivable Purchase Agreement, dated as September 30,  2021, among Constellium Muscle Shoals Funding III, LLC (“Seller”), Intesa Sanpaolo S.p.A., New York  Branch (“Intesa”), as a purchaser (the “Intesa Purchaser”) and as purchaser representative, Deutsche Bank  Trust Company Americas, as a purchaser (the “DB Purchaser”) and Constellium Muscle Shoals LLC  (“Servicer”) (as it may be amended, modified or supplemented from time to time, the “Agreement”;  capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement).  Pursuant to the terms of the Agreement, Seller hereby requests that: (i) the Intesa Purchaser  purchase from Seller the Proposed Receivables listed herein in Item 6 below (for purposes of this Purchase  Request, the “Intesa Proposed Receivables”), with an aggregate Net Invoice Amount of  USD[___________]; and (ii) the DB Purchaser purchase from Seller the Proposed Receivables listed herein  in Item 7 below (for purposes of this Purchase Request, the “DB Proposed Receivables”), with an aggregate  Net Invoice Amount of USD[___________].  Seller represents and warrants that as of the date hereof and on the Purchase Date:  1. Following the purchase of the Proposed Receivables set forth in this Purchase  Request,  (A) the Outstanding Aggregate Purchase Amount does not exceed: (i) USD[____________] in the  aggregate for both Purchasers, (ii) USD[____________] for the Intesa Purchaser and (iii)  USD[____________] for the Intesa Purchaser, (B) the Outstanding Account Debtor Purchase Amount with  respect to the Purchased Receivables (assuming the Proposed Receivables constitute Purchased  Receivables) payable by any Account Debtor does not exceed the sublimit established by the applicable  Purchaser for such Account Debtor and (C) after giving effect to the Purchase requested hereby, the  Outstanding Aggregate Purchase Price of Sold Assets purchased by each such Purchaser, shall not exceed  such Purchaser’s Commitment at such time, and the Outstanding Aggregate Purchase Amount for all  Purchased Receivables for all Purchasers, collectively, shall not exceed the Facility Amount;  2. Seller’s representations, warranties and covenants set forth in the Agreement are true and  correct;  3. The conditions precedent for purchase set forth in Section 2(c) of the Agreement have been  satisfied;  





 






      Exhibit C-2  745260365 16500839  4. No Event of Repurchase exists on such Purchase Date except for repurchases being  effectuated on the date hereof by setoff by: (i) the Intesa Purchaser against the Purchase Price for the Intesa  Proposed Receivables, and (ii) the DB Purchaser against the Purchase Price for the DB Proposed  Receivables; and  5. There has not been any Material Adverse Change in Seller, Servicer, Originator or Parent  since the last purchase of Receivables under the Agreement.  6. With respect to the Intesa Proposed Receivables offered for sale by Seller to the Intesa  Purchaser based on the approved Account Debtor(s), set forth below is the following: applicable Account  Debtor’s legal name, address, the invoice number(s), the stated amount of the invoice(s), the date and term  of the invoice(s), the stated due date of such invoice (s), the Scheduled Payment Date of such invoice and  the calculation of the Offset Condition:  [____________________________________________________________________________]  [____________________________________________________________________________]  [____________________________________________________________________________]  7. With respect to the DB Proposed Receivables offered for sale by Seller to the DB Purchaser  based on the approved Account Debtor(s), set forth below is the following: applicable Account Debtor’s  legal name, address, the invoice number(s), the stated amount of the invoice(s), the date and term of the  invoice(s), the stated due date of such invoice (s), the Scheduled Payment Date of such invoice and the  calculation of the Offset Condition:  [____________________________________________________________________________]  [____________________________________________________________________________]  [____________________________________________________________________________]  Upon acceptance by the Intesa Purchaser of this Purchase Request and payment of the related Purchase  Price by the Intesa Purchaser, the Intesa Purchaser hereby purchases, and Seller hereby sells, all of Seller’s  right, title and interest with respect to the Intesa Proposed Receivables identified on the attached Exhibit  and all Related Rights as of the date hereof, and the Intesa Proposed Receivables shall become Purchased  Receivables in the manner set forth in the Agreement.  Upon acceptance by the DB Purchaser of this Purchase Request and payment of the related Purchase Price  by the Intesa Purchaser, the DB Purchaser hereby purchases, and Seller hereby sells, all of Seller’s right,  title and interest with respect to the DB Proposed Receivables identified on the attached Exhibit and all  Related Rights as of the date hereof, and the DB Proposed Receivables shall become Purchased Receivables  in the manner set forth in the Agreement.  CONSTELLIUM MUSCLE SHOALS FUNDING III,  LLC      By:______________________________________      Name:      Title:  





 






      Exhibit C-3  745260365 16500839               PURCHASE REQUEST ACCEPTED WITH RESPECT TO THE INTESA PURCHASER AND THE  INTESA PROPOSED RECEIVABLES:    INTESA SANPAOLO S.P.A., NEW YORK BRANCH          By:______________________________________      Name:      Title:      Date:_____________________________________    PURCHASE REQUEST ACCEPTED WITH RESPECT TO THE DB PURCHASER AND THE DB  PROPOSED RECEIVABLES:    DEUTSCHE BANK TRUST COMPANY AMERICAS        By:______________________________________      Name:      Title:      Date:_____________________________________      DEUTSCHE BANK AG NEW YORK BRANCH        By:______________________________________      Name:      Title:      Date:_____________________________________      





 






   Exhibit C-1  745260365 16500839  Exhibit C  [Reserved.]  





 






   Exhibit D-1  745260365 16500839  Exhibit D    Payment Reconciliation    Exhibit D shows the payment for each individual invoice related to the Purchased Receivable.  Please include all the information in the Purchase Request together with the payment date, payment amount,  any Dilutions and the outstanding amount, if any.      





 






   Exhibit E-1  745260365 16500839    Exhibit E    Form of Notification of Assignment    Intesa    ___________ __, 202_      [Crown Cork & Seal USA, Inc.  770 Township Line Road   Yardley, PA 19067]    [Anheuser-Busch, LLC.  One Busch Place, 202-5  St. Louis, Missouri 63118  Attention: Accounts Payable; Head of Metal Procurement]    Constellium Muscle Shoals LLC (“Supplier”) and Constellium Muscle Shoals Funding III, LLC  (“Subsidiary”) hereby notifies you pursuant to Section 9-406 of the Uniform Commercial Code that  Supplier has sold and assigned and will sell and assign to Subsidiary and Subsidiary has thereupon sold  and assigned to Intesa Sanpaolo S.p.A., New York Branch (the “Purchaser”) certain of Supplier’s  accounts receivable due from you, including those accounts listed on Schedule 1 attached hereto.  From  time to time, Purchaser may notify you of additional accounts receivable due from you that have then  been purchased by Purchaser.  You are hereby instructed to rely upon any such notice from Purchaser.      You are hereby instructed to make all payments due from you on all Supplier’s or Subsidiary’s accounts  receivable to Purchaser in accordance with the instructions set forth on Schedule 2 attached hereto or such  other instructions as Purchaser may provide you with from time to time.  Neither Supplier nor Subsidiary  may countermand any Purchaser instructions and you are instructed to disregard any instructions from  Supplier or Subsidiary that are contrary to those on Schedule 2 or to any other instructions hereafter  furnished to you by Purchaser, unless such instructions are joined in by Purchaser in writing.    Please contact Purchaser at [__] if you have any questions about the above notification of assignment and  remittance instructions.    Very truly yours,    SUPPLIER:      Constellium Muscle Shoals LLC,  a Delaware limited liability company      By:       Name:  





 






      Exhibit C-2           \\NY - 042518/000005 - 6766661 v3    745260365 16500839  Title:    [Signatures continued on following page]  





 






   Exhibit E-3  745260365 16500839  SUBSIDIARY:     Constellium Muscle Shoals Funding III, LLC,  a Delaware limited liability company       By:       Name:  Title:       Acknowledged and Accepted as of the date first written above:      PURCHASER:    Intesa Sanpaolo S.p.A., New York Branch,  the New York branch of an Italian banking corporation    By:       Name:  Title:       





 






   Exhibit E-4  745260365 16500839  Schedule 1 to Notification of Assignment        List of Current Purchased Accounts  





 






     Exhibit E-5  745260365 16500839    Schedule 2 to Notification of Assignment        Payment Instructions for Purchased Accounts      Until further notice, please continue to make payments on account of Purchased Receivables to:    Account Bank:  Wells Fargo Bank, National Association,  Account Holder: Constellium Muscle Shoal Funding III, LLC   Account No.: 4943965525 and   ABA No.: 121000248    OR    Please pay all amounts due on Purchased Receivables to:    





 






     Exhibit E-6  745260365 16500839  DB      ___________ __, 202_      [Crown Cork & Seal USA, Inc.  770 Township Line Road   Yardley, PA 19067]    [Anheuser-Busch, LLC.  One Busch Place, 202-5  St. Louis, Missouri 63118  Attention: Accounts Payable; Head of Metal Procurement]     Constellium Muscle Shoals LLC (“Supplier”) and Constellium Muscle Shoals Funding III, LLC  (“Subsidiary”) hereby notifies you pursuant to Section 9-406 of the Uniform Commercial Code that  Supplier has sold and assigned and will sell and assign to Subsidiary and Subsidiary has thereupon sold  and assigned to Deutsche Bank Trust Company Americas (the “Purchaser”) certain of Supplier’s accounts  receivable due from you, including those accounts listed on Schedule 1 attached hereto.  From time to  time, Purchaser may notify you of additional accounts receivable due from you that have then been  purchased by Purchaser.  You are hereby instructed to rely upon any such notice from Purchaser.      You are hereby instructed to make all payments due from you on all Supplier’s or Subsidiary’s accounts  receivable to Purchaser in accordance with the instructions set forth on Schedule 2 attached hereto or such  other instructions as Purchaser may provide you with from time to time.  Neither Supplier nor Subsidiary  may countermand any Purchaser instructions and you are instructed to disregard any instructions from  Supplier or Subsidiary that are contrary to those on Schedule 2 or to any other instructions hereafter  furnished to you by Purchaser, unless such instructions are joined in by Purchaser in writing.    Please contact Purchaser at [__] if you have any questions about the above notification of assignment and  remittance instructions.    Very truly yours,    SUPPLIER:      Constellium Muscle Shoals LLC,  a Delaware limited liability company      By:       Name:  Title:    [Signatures continued on following page]  





 






     Exhibit E-7  745260365 16500839  SUBSIDIARY:    Constellium Muscle Shoals Funding III, LLC,  a Delaware limited liability company       By:       Name:  Title:       Acknowledged and Accepted as of the date first written above:      PURCHASER:    Deutsche Bank Trust Company Americas      By:       Print Name:   Print Title:      PURCHASER:    Deutsche Bank AG New York Branch    By:       Print Name:   Print Title:         





 






     Exhibit E-8  745260365 16500839  Schedule 1 to Notification of Assignment        List of Current Purchased Accounts  





 






     Exhibit E-9  745260365 16500839    Schedule 2 to Notification of Assignment        Payment Instructions for Purchased Accounts      Until further notice, please continue to make payments on account of Purchased Receivables to:    Account Bank:  Wells Fargo Bank, National Association,  Account Holder:  Constellium Muscle Shoals Funding III, LLC    Account No.: 4943965525 and   ABA No.: 121000248    OR    Please pay all amounts due on Purchased Receivables to: