Exhibit 2.3
Execution Copy 11/5/99
ASSET PURCHASE AGREEMENT
BETWEEN
GOLDEN ALUMINUM COMPANY, AS SELLER
AND
ALCOA INC., AS BUYER
Dated as of November 5, 1999
Table of Contents
Page
Article I Certain Definitions 1
Article II The Transaction 4
Section 2.1 Covenant of Purchase and Sale; Assets 4
Section 2.2 Excluded Assets 5
Section 2.3 Assumed Obligations and Liabilities 5
Section 2.4 Excluded Liabilities 6
Section 2.5 Consideration for Purchased Assets 7
Section 2.6 Accounts Receivable and Inventory Adjustment 7
Section 2.7 Closing 8
Article III Deliveries at Closing 8
Section 3.1 Items to be Delivered at Closing by Seller 8
Section 3.2 Items to be Delivered at Closing by Buyer 8
Section 3.3 Cooperation and Assignments 8
Article IV Representations and Warranties of Seller 9
Section 4.1 Organization 9
Section 4.2 Capitalization and Ownership; Power and
Authority 9
Section 4.3 Subsidiaries 9
Section 4.4 Qualification; Location of Business 9
Section 4.5 Corporate Power; Authorization;
Enforceability 10
Section 4.6 No Conflicts 10
Section 4.7 Consents 10
Section 4.8 Brokers' and Finders' Fees 10
Section 4.9 No Liabilities 11
Section 4.10 No Material Adverse Change 11
Section 4.11 Compliance with Law: Authorizations 11